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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This is a Confidential Separation Agreement and General Release of Claims (“Agreement”) by and between Philip Jones (“Employee”) and VisitDallas. Employee and VisitDallas collectively are referred to herein as the “Parties” or singularly as a “Party.” This Agreement shall become effective upon Employee”s signature and the approval of VisitDallas* Board of Directors, the latter of which shall be the “Effective Date.” (On a date mutually agreed upon by the Parties but no later than May 10, 2019, the Parties will announce the mutually agreed upon separation of Employee's employment with VisitDallas. The Parties will attempt in good faith to mutually agree upon the wording of any extemal announcements regarding this separation. Employees last day in the office will be May 10, 2019, and his last day of employment will be May 15, 2019 (“Separation Date”), whereupon all benefits, perquisites (including without limitation gym membership, home office stipend, car stipend, etc.), and privileges related thereto will cease, except as set forth her Consideration, In exchange for execution of this Agreement, Employee’s release of claims below, the other promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ‘* The Employment Agreement between the Parties dated October 1, 2018, is hereby terminated by mutual agreement of the Parties and rendered null and void, except for Article 7 of such agreement, which remains in full force and effect and is hereby reaffirmed by Employee as consideration for this Agreement. Employee acknowledges and agrees that he has no entitlement to any payment or benefits under Article 6 of the Employment ‘Agreement and that any payments or benefits due to him as a result of his separation of employment are solely and exclusively as set forth in this Agreement. * VisitDallas agrees to pay Employee the gross amount of SIX HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($600,000.00) gross, less customary deductions and withholdings (the “Severance Payment”). If Employee executes and timely returns this Agreement, VisitDallas shall make the Severance Payment in increments of $25,000 gross, less customary deductions and withholdings, on a semi-monthly basis. VisitDallas shall pay the first increment on the first regular payday after VisitDallas’ receipt of this Agreement executed by Employee, and continue thereafter on regular paydays for 24 total payments, However, notwithstanding anything herein to the contrary, VisitDallas will have 1no obligation to make the Severance Payment or any increment thereof if Employee is not in compliance with this Agreement, as determined by VisitDallas in its reasonable business judgment and discretion, at the time a given increment is scheduled to be paid. The Severance Payment is intended to qualify for the exceptions set forth in Sections 1.409A~ M(bX4) and 1.409A-(b)(9X9) of the Treasury regulations and shall be interpreted and administered in accordance with this intentic ‘* Additionally, VisitDallas agrees to pay Employee for all accrued but unused paid time off through the Separation Date, less customary deductions and withholdings, and will make such payment by no later than the first regular payday after the Separation Date. © Employee's current health benefits insurance coverage will be maintained through VisitDallas’ group health plan through the month of the Separation Date. ‘Thereafter, Employee shall have no right to continued coverage unless Employee properly exercises COBRA rights in accordance with notice to be provided separate and apart from this (CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS Page 1 of8 Agreement. Employee shall be responsible for the timely payment of all COBRA premiums due. ‘© VisitDallas shall reimburse Employee for all reasonable and approved business expenses incurred, but not yet paid, through the Separation Date. © Employee represents and warrants that Employee has been fully and appropriately paid for all hours worked and services rendered through the Separation Date, and that Employee hhas no outstanding claims against any of the Releases (as defined below) for wages, ‘bonuses, benefits, or other compensation. » Right to Wit { for Breach, If VisitDallas makes a determination that Employee has breached this Agreement and withholds the Severance Payment or any increment thereof, VisitDallas must send written notice to Employee outlining the justification for doing so not later than 15 calendar days after the withheld payment was due to Employee. If timely written notice is not given, ‘VisitDDallas shall be responsible for liquidated damages to Employee, and nothing else, for an amount equal to two (2) times the amount of any withheld payment(s). Further, if a court of proper jurisdiction, after notice and dispositive hearing, finds that VisitDallas did not act within its reasonable business judgment and diseretion in making its determination that Employee has breached this Agreement, then VisitDallas shall be responsible for liquidated damages to Employee for an amount equal to two (2) times the amount of any withheld payment(s). The prevailing party in any such action shall be entitled to recover his or its reasonable and necessary attorneys’ fees incurred in bringing or defending such action, General Release of Claims by Employee. In consideration of the terms and benefits described above, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee, together with Employee’s agents, representatives, attomeys, assigns, and designees, hereby knowingly, voluntarily, fully, finally, and completely SETTLES, RELEASES, AND FOREVER DISCHARGES, to the maximum extent permitted by law, the Releasees (as defined below) from all claims, disputes, grievances, demands, causes of action, liabilities, injuries, and damages, of whatever kind, character, or nature, known or unknown, arising from, relating to, or connected with any act or omission occurring at any time prior to and including the date Employee executes this Agreement. This ‘general release includes without limitation all claims or damages that in any way arise from, relate to, or are in any way connected with Employee’s employment with and/or separation from VisitDallas, regardless of whether or not same (a) are presently known or unknown, (b) have been specifically referenced, claimed, asserted, or made by either of the Parties, or (c) are statutory, contractual, or common law in nature or basis, As used in this Agreement, the term “Releasces” means VisitDallas as well as its employees, attorneys, partners, agents, assigns, representatives, designees, insurers, plan administrators, parent companies, subsidiaries, affiliates, alleged joint employers, investors, contributors, and other related persons or entities, including theit predecessors, successors, and equity and asset purchasers, together with their respective officers, directors, members, managers, shareholders, partners (general and limited), agents, owners, legal representatives, servants, and employees (current and former), and the assigns, heirs, privies, predecessors, successors, and insurers of each of the foregoing persons and entities in their individual, corporate, and official capacities, Without limiting the generality or comprehensiveness of the above paragraph, Employee knowingly, voluntarily, fully, finally, and completely WAIVES, RELEASES, AND FOREVER DISCHARGES, to the maximum extent permitted by law, the Releasees from all claims, actions, causes of action, or demands existing as of the date of this Agreement, including without limitation any and all claims for injunctive relief, attomeys’ fees; expenses; costs; actual, compensatory, exemplary, or punitive damages; physical injuries; personal injuries, emotional injuries; mental anguish; physical pain and suffering; wrongful discharge; constructive discharge; any claims Employee may have under, without CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS: Page 2 0f 8 imitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Texas Labor Code, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, and any other employment of civil rights statute; harassment and/or discrimination because of sex, race, color, national origin, religion, age, disability, sexual orientation, veteran’s status, the filing of a workers’ compensation claim, or other protected classification; retaliation; failure to pay proper wage, minimum wage, and/or overtime wages; unpaid wages; loss of wages; loss of earning capacity; loss of job security; humiliation; physical impairment and/or disfigurement; loss of consortium; harm to reputation; libel, slander, or defamation; medical expenses; personal property damage, loss, or diminution in value; negligence; gross negligence; strict liability; malice; invasion of privacy; intentional or negligent infliction of emotional distress; loss or diminution of career advancement; loss of dignity; any and all claims arising under any other federal, state, or local statute, law, ordinance, rule, regulation, or order prohibiting employment discrimination or retaliation; any claim under tort, wrongful discharge, breach of contract, or breach of agreement; and any other theory, claim, or cause of action whatsoever, whether known or unknown, By signing this Agreement, it is Employee's intent to waive and release all claims and potential claims against the Releasees that can be waived and released under law. Employee agrees to release and discharge the Releasces not only from any and all claims that Employee could make on Employee's own behalf, but Employee also specifically waives any right to become, and promises not to become, a member of any class in any proceeding or case in which a claim or claims against the Releases may arise, in whole or in part, from any event that occurred prior to Employee’s execution of this Agreement, subject to the “No Interference with Rights” section below. If Employee is not permitted to opt-out of a future class, then Employee agrees fo waive any recovery for which Employee would be eligible as a member of such class, subject to the “No Interference with Rights” section below. Employee understands the release of claims contained in this Agreement does not release rights to benefits that Employee may have under the laws ‘governing COBRA, unemployment benefits, disability insurance, and workers’ compensation benefits. Employee further understands that nothing in this Agreement prohibits Employee from asserting rights to any vested benefits to which Employee may be entitled pursuant to the terms of applicable plans or law. Employee confirms Employee has not informed any of the Releasees of, and is not aware of, any facts that show or lead Employee to believe that there has been a violation of any law, regulation, or contract by any of the Releases, or conduct by any of the Releasces that, to Employee's knowledge, violates any ‘government regulation, contract, or ethics requirement. Release of Claims by VisitDallas. In consideration of the terms and benefits described above, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VisitDallas hereby knowingly, voluntarily, fully, finally, and completely SETTLES, RELEASES, AND FOREVER DISCHARGES, to the maximum extent permitted by law, Employee from all claims, disputes, grievances, demands, causes of action, liabilities, injuries, and damages, of whatever kind, character, or nature, known or unknown, that (a) arise from, are related to, or are connected with any act or omission occurring at any time prior to and including the date Employee executes this Agreement, and (b) are based on information known to VisitDallas prior to Employee's execution of this Agreement. This release includes without limitation all such claims or damages that in any way arise from, relate to, or are in any way connected with Employee’s employment with and/or separation from VisitDallas, regardless of whether or not same (i) have been specifically referenced, claimed, asserted, or made by either of the Parties, or (ii) are statutory, contractual, or common law in nature or basis. Upon the one-year anniversary of the Effective Date of this Agreement, if VisitDallas does not specify in writing to Employee the basis, for any claim not released by the foregoing sentence, this release shall automatically convert to a general release of any and all claims, disputes, grievances, demands, causes of action, liabilities, injuries, and damages, of whatever kind, character, or nature, known or unknown, that arise from, are related to, or are connected with any act or omission occurring at any time prior to and including the date Employee executes this Agreement. 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