SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT (the Agreement) is made and entered into this 29th day of September, 2020 (the Effective Date) by and between James Restivo, a citizen and resident of South Carolina (hereinafter Executive), and Benefitfocus, Inc., a Delaware corporation, together with its subsidiaries and affiliates, including, without limitation, Benefitfocus.com, Inc., a South Carolina corporation (collectively, the Company).
WHEREAS, Executive has been employed by the Company as its Chief Technology Officer; and
WHEREAS, in connection with his employment with the Company, Executive executed an Employment Agreement dated on or about December 1, 2015, (the Employment Agreement); and
WHEREAS, Executives employment will be terminated, effective as of December 31, 2020 (the Termination Date); and
WHEREAS, pursuant to the Employment Agreement, upon the separation of his employment under certain circumstances, Executive would receive certain severance benefits upon his execution of a general release in a form satisfactory to the Company; and
WHEREAS, the parties intend that this Agreement will set out the terms of Executives employment from the Effective Date through the Termination Date and the terms of Executives severance benefits, and provide for the general release of the Company by Executive notwithstanding anything to the contrary contemplated by the Employment Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Termination of Employment and Transition.
a. Effective as of September 25, 2020, Executive will no longer serve as Chief Technology Officer of the Company. During the period from September 25, 2020 through the Termination Date (the Transition Period), Executive shall serve the Company as Special Advisor to the CEO, and Executive shall otherwise continue to receive his compensation and benefits as provided by the Employment Agreement. As Special Advisor to the CEO, Executive will be expected to perform duties as requested by the Companys Chief Executive Officer, and in support of ensuring that Companys continuity of business operations, goodwill and reputation is maintained through:
(i) Communications regarding Executives separation;
(ii) the operation of Company software and information systems, whether for internal use or client facing;
(iii) the transition of customer, vendor and strategic partner relationships to the EVP, Product and Engineering or his designee; and
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