AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENT
THIS AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENT (this Amendment), is made as of November 19, 2020 (the Effective Date) and amends that certain Transition and General Release Agreement (the Agreement) dated as of February 27, 2020, by and among Cushman & Wakefield plc (together, with its subsidiaries, the Company) and Duncan Palmer (the Executive). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WHEREAS, the Company and the Executive previously entered into the Agreement;
WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be amended with the written consent of the Executive; and
WHEREAS, the Company and the Executive desire to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
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Separation Date. The Executives employment will terminate effective upon February 28, 2021 (the Separation Date). Prior to the Separation Date, the Executive shall continue to be employed pursuant to the Employment Agreement, provided that if, prior to the Separation Date, the Executive resigns from employment without Good Reason (as defined in the Employment Agreement) or Cause (as defined in the Employment Agreement) occurs, then the provisions in this Agreement related to the Consulting Period and the compensation and benefits provided in Section 3 hereof shall have no effect. If the Executive is terminated by the Company without Cause or resigns for Good Reason prior to the Separation Date, then the provisions in this Agreement related to the Consulting Period shall have no effect and the provisions of Section 3 in this Agreement shall apply as though the Separation Date occurred on the actual date of the Executives termination of employment, including for purposes of prorating any payments provided in Section 3. The Parties acknowledge and agree that (i) the Separation will be effective as of the Separation Date, and (ii) the Employment Agreement shall be terminated in its entirety and have no further effect as of the Separation Date, except for those provisions that expressly survive termination and as otherwise provided by this Agreement. The Parties agree that, following the Effective Date, the Executive shall not be entitled to any severance or other post-employment compensation pursuant to the Employment Agreement or otherwise in connection with the Executives termination of employment, except as expressly provided in this Agreement.
2. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following: