FOURTH AMENDED EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This Fourth Amended Executive Director Employment Agreement is entered into by the Jacksonville Transportation Authority (hereinafter referted to as the “JTA"). Public body corporate of the State of Florida, and Nathaniel P. Ford, Sr. Mr. Ford’) WHEREAS, the Board of Directors, acting on behalf of the Jacksonville Transportation Authority (the “JTA"), has the authority to select and employ the Executive Director of the JTA; and WHEREAS. the Board previously selected Mr. Ford to serve as Executive Director of the JTA and has entered into an Executive Director Employment Agreement and an Amended Executive Director Employment Agreement with Mr. Ford, and WHEREAS, the Board desires to again extend and amend the Executive Director Employment Agreemen: the "Fourth Amended Agreement”) with Mr. Ford; NOW, THEREFORE, in consideration of mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree to this Fourth Amended Agreement as follows |. Appointment as Executive Director ‘A The Board appoints and employs Mr. Ford to be Executive Director ofthe LITA subject tothe laws of the State of Florida, the regulations and policies of the JTA and the Board, and all other applicable laws, rules and regulations, 5. Mr, Ford shail perform ail duties required by law, by the JTA, the Board, LITA policy and regulation, by this Fourth Amended Agreement, and by custom ard practice to be performed by the JTA Executive Director Those dutias include, but are not limited to: 1. Serving as_ the senior executive and administrator with resfonsibilty for operating the JTA; 2. Strategic planning: 3. Proparing a budget request and operating budget 4, Establishing and implementing policies and procedures to recruit, ‘appoint, transfer, promote, compensate, evaluate, reward, demote, disopline, and remove personne!5. Approving, executing, and administering contracts forthe ‘acquisition of commodities, goods, equipment, services, lease of real and personal property, and planning and construction; 6. Maintaining all data and information pertaining to the operation of the JTA and reporting on the attainment by the JTA of institutional performance accountability goals; 7. Ensuring compliance with federal and state laws, regulations, and ‘other requirements applicable to the JTA; 8. Reviewing periodically the operations of the JTA to determine how effectively and efficiently the JTA is being administered and iether itis meeting the goals of its strategic plan; 8. Organizing the JTA to achieve the goals of the JTA efficiently and effectively: 10. Rezommending the adoption of regulations and policies to successfully implement provisions of law governing the operation ‘and administration of the JTA and the items listed above. 114, Informing the Board of any senior level staff changes and obtaining prior approval of the Board to create any position that results in a netincrease in the number of staf positions Dest Efforts as Executive Director A (Mr. Ford zgrees to devote his fulltime attention and energies to his duties, as Executve Director of the JTA, Mr. Ford shall perform his duties primarily in Jacksonville, Florida and ‘engage in business travel necessary for the performance of his duties and the promeion of the JTA, The expenditure of reasonable amounts of time for personal or outside business, as well as nonJTA related charitable and. professional development activites, shall not be deemed a breach of this Fourth ‘Amended Agreement, provided such activties do not interfere with the Services required to be rendered to the JTA under the provisions of this Fourth Amended Agreement, any applicable code of ethics, and applicable regulations or policies of the Board or JTA. ‘Mr. Ford shall not knowingly engage in any activity that may be ‘competitive with and adverse to the best interests of the Board or the JTA, including tut not limited to consulting engagements related to public of ‘mass transportationMr. Ford shall seek approval from the Board prior to agreeing to serve on any board of directors or to engage in outside employment, business or professional actives. Any and all income or other compensation earned by Mr. Ford in connection with approved non-JTA outside actives shall be paid to and retained by him, and such income or other compensation shall have no effect on the amount of salary, compensation, ar benefits he is otherwise entitied to receive under this Fourth Amended Agreement. Term of Appointment; Evaluation; Renewal m&@ bject to earlier termination as provided in this Fourth Amended Agreenrent (the "Term. For purposes of this Fourhy Amended Agreement, December 3rd of each year during the ‘Term shall be considered the “Anniversary Date.” At any time during the ‘Term, the Board may, a ts discretion, consider and approve an extension of the Tern; provided however that the Board will consider an extension of the Term no later than on or before June 1, 2028. If the Fourth Amended Agreement is not extended, it wil automaticaly expire at the end of the ‘Term. This appointment is subject to prior termination as provided for in this Fourth Amended Agreement, and by the applicable laws of the State Of Florida or the regulation and polices of the Board. Except as provided below, on or about June or July of each fiscal year during the Term, Mr. Ford shall provide the Chair of the Board (‘Chair’) with @ list of proposed goals and objectives for the next fiscal year ‘commencng October 1. The Chair and Mr. Ford shail discuss. the proposed goals and objectives. The goals and objectives shall then be presented to the Board for discussion and approval. On or before Apri 30th during each fiscal year of the Term Mr, Ford shall inate the evaluation process for the fiscal year ending on September 30th by preparing a mid-year self-appraisal of his performance for submission to the Chair and evaluation by the Board, its designee, or both, Thereafter, by October 31 during each year of the Term Mr. Fard shall prepare a final appraisal of his performance for submission to the Chair and evaluation by the Board its designee, or both for the preceding fiscal year. Mr. Ford agrees to fumish any additional information requested by the Chair to aid the Board in its annual performance review of Mr. Ford. Mr, Ford shall receive ths evaluation on or before the Anniversary Date of each year of the Term. ‘The perfomance of the Board of any of its obligations under this Fourth ‘Amended Agreement shall be subject to and contingent upon the avaitabilly of funds whether appropriated by a governmental body or raised thraugh other means of revenue,IV. Compensation ‘This amount shall be payable according to the JTA’s payroll Policies and procedures and the ay plan applicable to the Executive Director's position, with applicable deductions, such as applicable taxes and henelits being deducted, Mr. Ford shal be solely responsible for any income tax lability incurred as a result of compensation and benefits provided by JTA pursuant to this Fourth Amended Agreement. B. Beginning on December 2, 2021 and onthe Anniversay Date of each year of the Term, 4 i , re he COLA ‘shall be applied to the Base Salary in effect as of the Anniversary Date of teach year during the Term. cD fiscal year of eligible t A the last day of the fiscal year], based on the level of achievement of specified and agreed upon metrics and goals over the fiscal year. Before the commencement of each fiscal year commencing during the Term, Mr. Ford and the Board will discuss and agree upon the metrics and goals that will be required to be satisfied in order for Mr. Ford to earn the annual bonus for such fiscal year. Mr. Ford will be paid the annual bonus for a fiscal year i any, within 2 % months following the end of such fiscal year, Subject to his continued employment through such date. The Board shall exercise reasonable and good faith judgment in evaluating whether Mr. Ford has met the agreed upon metrics. The Board is the final arbiter of whether metries and goals have been achieved, The Board may assign a percentage value to each bonus criteria and may award a prorated bonus for partial bonus oriteria accomplishment after a minimum benchmark is met at hisher discretionV. Leave ‘A. Mr. Ford shall receive 30 days of paid vacation during each twelve-mont Period of the Term, accrued in installments per JTA policy. Mr. Ford is Fequired 10 take at least ten (10) days of vacation each calendar year. Mr. B. Per JTA policy, Mr. Ford shall accrue sick leave at rate of eight hours per ‘month, Wr. Ford's maximum accrual is 720 hours. During the Term Mr Ford may surrender any hours in excess of 400 hours at any time for cash compensation. At the end of Mr. Ford's employment, and except for terminaticn "Yor cause," Mr. Ford shall be entiled to receive cash ‘compensation for accrued but unused sick leave in an amount up to 580, hours. Mr. Ford shal forfet and receive no compensation for any hours in excess of 580. If terminated "Yor cause," Mr. Ford shall frfet and receive no compensation forall accrued but unused sick leave. VL. Other Compensation ‘A. Mr. Ford shall be paid $1,000.00 per month for fuel, maintenance, tires, insurance or other costs associated with use of personal vehicle Mr Ford shal be eligible to receive mileage reimbursement, per JTA policy, for any trios outside of the metropolitan Jacksonville area, Mr Ford shall ‘obtain and provide payment for lability insurance in an amount not less than One Hundred Thousand Dollars ($100,000.00) per person and Three Hundred Thousand (§300,000,00) per incident and shall be responsible for the pu'chase, operation, maintenance, repair and regular replacement Of said vehicle, Mr. Ford shall name JTA’as an additional insured on his, Tabilty insurance policy. 8. STA shall reimburse Mr. Ford for ordinary and reasonable business expenses. Mr, Ford agrees to maintain and furnish to the Board an accounting of reimbursable expenses and membership dues and fees provided for in this Fourth Amenied Ayrvwirient reasonable detall and Consistent with JTA policies, standards, and procedures on no less than a monthly basis. Following Mr. Fora's submission of an accounting, and approval of the business expenses by JTA’s Chairman, JTA shall promptly reimburse Mr. Ford, ©. STA. pay the cost of an annual physical for Wir. Ford for each year of the Term.D. STA will make contributions to a qualified or non-qualified beneft plan or other deferred compensation vehicle mutually acceptable to Mr. Ford and TA, in an annual amount not to exceed two times the limits under Intemal Revenue Code Section 457(b) for employee pre-tax contributions to a {qualfied plan. JTA shall determine the terms of such planis) in iis sole discretion and Mr. Ford shall have no right to such contribution until such ‘amount is contributed to, or credited to, an approved plan, E. Mr. Ford will be eligible for and participate in the Florida Retirement ‘System per Chapter 121, Florida Statutes and applicable JTA policy VIL. Other Benefits ‘Mr. Ford shall be eligible to participate in any of the insurance plans offered by JTA in ‘accordance with their terms, which may be amended by JTA in ts sole diseretion from time to time. JTA will pay the full premiums for cost of covering Mi. Ford and his dependents, i any, for health, vision and dental insuranoe, provided that to the extent ‘such payments are deemed to be discriminatory under applicable law andlor regulations, the value of such premiums will be considered imputed income to Mr. Ford and further Drovided that JT may suspend this provision at any time if necessary to comply with ‘applicable law andlor regulations. Mr. Ford will receive or be eligible to participate in benefit plans for life insurance, long term disabilty insurance, and other insurance offerings made available by JTA in accordance with their terms, including but not limited to any requirement of employee contribution to be made by him, Mr. Ford shall also be eligible to participate in any other employee benefit plans made available to all JTA non union emnpioyees in accordance with thei terms VIIL. Professional Dues, Meeting and Entertainment Expenses, and Further Education Expenses The Board will authorize and provide for reasonable expenses incurred by Mr. Ford for JTA-lated professionzl, civic or service organizations and activities. The Boerd will also authorize and provide for reasonable expenses incurred by Mr, Ford forthe pursuit of further educational or professional degrees. that will assist with Mr. Forc's performance of his duties as Executive Director of JTA. Such expenses shall inclide, Dut not be limited to tulton, books and other related expenses and all reimbursements shall be subject to reimbursement in accordance with JTA policy IX, Termination for Cause ‘A Notwithstanding anything in this Fourth Amended Agreement to the contrary, the parties agree that, upon a majorty vote of the Board, the Board may terminate Mr. Ford's employment at any time for Cause (as hereinafter defined)8. "Cause" shall be defined as: () a deliberate or material violation by Mr. Ford of the duties set forth in this Fourth Amended Agreement or his refusal o° unwilingness to perform such duties in good faith, during his full business time, or to the best of his abilities if, within thirty (30) days. following Mr. Ford's receipt of the written notice of what the Board considers to be the violation, Mr. Ford fails to cure the same: (i) materially harmful neglect of essential responsibilties: (ii) grave dishonesty that adversely affects the JTA; (Ww) the commission of any felony or of a ‘misdemeanor involving moral turpitude: (v) an act of violence or disruption ‘or any other activity which would constitute grounds for dismissal of any employee by JTA under JTA policies; or (vi) a material, signfficant, or repettive breach of this Fourth Amended Agreement, C.__In the event of termination for Cause by the Board, Mi. Ford's employment with the .TA and tenure status shall immediately cease, and he shall not bbe ented to any further employment, compensation or benefits from the ITA in ary capacity except for benefits required to be continued by law or ‘accrued vacation, X. Termination Without Cause or Resignation for Good Reason ‘A. Notwithsianding anything in this Fourth Amended Agreement to the contrary, the parties agree that upon a majority vote ofthe Board, the Board may terminate Mr. Fard’s employment at any time without Cause, provided that Mr Ford is given ninety (90) days prior written notice, Additionally, Mr. Ford rosign for Good Reason. Upon suvi termination event, as applicable, Mr. Fords tenure status shall cease and he shall not be entitled 0 any further employment, ‘compensation orbenefits from the JTA in any capacity except as provided below. B.__In the event of termination of Mr. Ford's employment by the JTA without Cause or resigration by Mr. Ford for Good Reason, in either case prior to Decemiver 2, 2028, subject to the requirements below, Mr. Ford will receive an ‘amount equal to twenty (20) weeks of Base Salary (‘Severance’) in a lump sum within sixty (60) days following termination. The Severance will be calculated based on Base Salary only and will not reflect the value of any other compensation or benefits. Mr. Ford is required to sign and not revoke a release ‘and waiver of claims to receive Severance and such release must be executed within the time required by JTA which may in no event be later than fifty (50) days following temination. Additionally, upon termination, Mr. Ford may receive accrued vacation ©. “Good Reason” shall be defined as one of the folowing events occurring without Mr. Ford's consent prior to the expiration of this Fourth Amended ‘Agreement: (a) a material diminution in Mr. Ford's duties or responsibilities or tho assignment of duties to him which are materially inconsistent with his position as the Executive Director; (b) or any material breach by the JTA of this Fourth ‘Amended Agreenent. In order to terminate for Good Reason, Mr. Ford must Provide notice to the JTA of the existence of the applicable condition described 7above within thity (30) days of the intial existence of the condition, upon the Notice of which the JTA must be provided a period of thity (30) days during Which it may remedy the condition. Additionally, Mr. Fard must cease ‘employment within ninety (80) days of the condition first arising, D. Mr. Ford will not receive the Severance if his employment ends other than due to the reasons described in X.B, E. A termination of Mr Ford's employment at the expiration of the full Term. (Ge., on Decemter 2, 2028) wil not be deemed to be a termination of Mr. Ford's, employment by the JTA without Cause or resignation by Mr. Ford for Good Reason and no Severance will be payable in connection with such termination, XI, Termination Due to Executive Director's Resignation without Good Reason, Death or Disability, ‘A. Notwithstanding anything in this Fourth Amended Agreement to the Contrary, lr. Ford's employment shall terminate upon Mr. Ford's resignation from empioyment without Good Reason, death or "permanent disabiiy” (as hereinafte" defined). Upon such termination event, as applicable, Mr. Ford's tenure status shall cease, and he shall not be enttled to any further employment, compensation or benefits from the JTA in any capacity except for benefis required to be continued by law (@g. COBRA) and he may Teceive accrued vacation. For purposes of this Fourth Amended ‘Agreement, “permanent disability” shall be defined as Mr. Ford's inabilty to perform the duties set forth in Seution 1(®) for a minimum of sik (6) Continuous months, 8. In the event of Mr. Ford's death during the term of this Fourth Amended Agreement, his spouse of, if none, his estate, shall receive all accrued benefits as ofthe date of his death to the extent permitted by law. Xil, _Non-binding Mediation The Board and Mr. Ford agree that if any dispute arises concerning this Fourth Amended Agreement, they will fist attempt in good faith to resolve the dispute to their mutual satisfaction. If they are unable to do so, the Board and Mr. Ford agree that they wil submit the dispute to non-binding mediation in Jacksonvlle, Florida, in accordance with the Empioyment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effed. The JTA and Mr. Ford agree that no mediator or arbitrator may have any material ongohig relationship with the JTA. Xill, Notice Uniess and until changed by a party giving written notice to the other, the addresses below shall be the addresses to which all notices required or allowed by this Fourth ‘Amended Agreement shall be sentInto the JTA: Ito Mr. Ford Chairperson Nathaniel P, Ford, Sr. Jacksonvile Transportation Authority 100 LaVilla Center Drive 400 LaVilla Center Drive Jacksonville, Flonda 32202 Jacksonville, Florida 32202 XIV. Entire Agreement: Modification A ‘This Fouth Amended Agreement constitutes the entire understanding of the parties and supersedes any and all prior or contemporaneous epresentations or agieements, whether written or oral, between the parties. There are no other promises, understandings, obligations, Inducements, or considerations between the parties or owed by either Party tothe other that are not set forth in this Fourth Amended Agraement This Fouth Amended Agreement cannot be changed or modified unless accomplished in writing and signed by the parties, XV. Severability The terms of this Fourh Amended Agreement are severable, meaning that if any term OF provision is declared by a court of competent jurisdiction to be illegal, vod, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable to the extent possibe, XVI. Governing Law and Forum A This Fourth Amended Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, Notwithstending any other terms and conditions of this Fourth Amended Agreemert, either party may bring an action for the sole and limited purpose cf enforcing the terms and conditions of this Fourth Amended ‘Agreemert in any court of competent jurisdiction. Venue shall be in Duval County, Florida, Both paries represent that they have thoroughly read this Fourth ‘Amended Agreement, that they understand itto be a Dinding contract, that they understand each provision, term, and condition of this Fourth ‘Amended Agreement as well as its legal effect, and that they have signed the Fourth Amended Agreement voluntarily and of their own free will with the intention to comply with its terms. Both parties have participated in the preparation of this Fourth Amended Agreement, Therefore, the Fourth Amended Agreement shall not be construed against or in favor of either party based upon which party was responsible for the drafting of the Fourth Amended Agreement. Each party or person shall bear thecost, if any, of attorney's fees incurred in reviewing or negotiating this Fourth Amended Agreement. XVI. Public Disclosure of the Agreement Both Parties agree and acknowledge that this Fourth Amended Agreement may be subject to the Florida public records law, Chapter 119, or other provisions, and may, therefore, be subject to disclosure by and in the manner provided by law XVIIL Waiver ‘No delay or failure to enforce any provision of this Fourth Amended Agreement shall Constitute a waiver or limitation of rights enforceable under this Fourth Amended ‘Agreement. XIX, Assignment Except as otherwise provided in this Fourth Amended Agreement, this Fourth Amended ‘Agreement shall inure fo the beneft of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns, The rights and benefits of Mr. Ford under this Fourth Amended Agreement are personal to him and no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer, provided, however, that nothing in this Section XIX shall preclude Mr, Ford from designating a beneficiary or beneficiaries to receive any benefit payable on his death. 20% Execution and Counterparts This Fourth Amended Agreement may be executed in counterparts and by the parties ‘on separate counterparis each of which, when so executed, shall constitute but one and the same instrument XXI_ Indemnification LITA shall defend, hold harmless and indemnify Mr. Ford as provided in and to the full extent provided by §§ 111.07, 111.071 and 768.28, Florida Statutes, as the same may bbe amended from time to time XXIl, Tax ‘A. The JTA shall withhold from any compensation and benefits payable Under this Agreenent all applicable federal, state, local, or other taxes, 8. Although the JTA does not guarantee the tax treatment of any Payments under the Fourth Amended Agreement, the intent of the parties 's that the payments and benefits under this Fourth Amended Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, 3s amended, and all Treasury Regulations and guidance promulgated thereunder ("Code Section 409A") and to the maximum extent 0Permitted the Fourth Amended Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the JTA or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Mr. Ford by Code Section 409A or damages for failing to comply with Cede Section 409A, G. Notwithstanding any other provision of this Fourth Amended Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation" under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, The amount of expenses reimzursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any. in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. D. For purposes af Code Section 409A (including, without limitation, for Purposes of Treasury Regulation Section 1.409A-2(0)(2)i)). the right to Feceive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct Payment. Whenever a payment under this Fourth Amended Agreement may be paid wthin a specified period, the actual date of payment within the specified period shail be within the sole discretion of the JTA. XXII Miscellaneous ‘A. The headings in this Fourth Amended Agreement are for convenience fonly and shall not be used in construing or interpreting this Fourth ‘Amended Agreement. The tems "Boaid,” and “JTA,” where applicable or ‘appropriats, shall include or refer to any duly authorized board, committee, officer, or employee of said entity. B. Whenever the context requires, the masculine shall include the feminine ‘and neuter, the singular shall include the plural, and conversely,THEREFORE, Nathaniel P. Ford, Sr. and Arezou Jolly, Chair and authorized representative of the JTA Board of Directors, have executed this Fourth Amended ‘Agreement on the dates appeati DATE, $-ab-2oal AREZOU JOLL DATE asso v3JACKSONVILLE TRANSPORTATION AUTHORITY DEFERRED COMPENSATION PLAN FOR NATHANIEL P. FORD, SR. 1. Purrose. ‘The JcAsonvie Tansporation Authority, public body corporate of the State of Floridan ar eters {oto this Jacksonville Tansporaion Auharity Delewos Compensation Plan forthe purpose. of ‘ncentivizing its Excutve Directo, Nathaniel P. Fed, St, to remain employed wit FTA, end to prove suppemenal etrcment befits to him ase fart below. The Plans intended o bean unfinded incl doferedcompenstion pla, ‘This Pln iseffectve the _day of _ 2021 (te “Etetive Date). 2. Desiwrions, (@) “Board means A's Board of Dito. (©) “Case” means “Causes defined inthe Employment Agreement (© Code means the ttemal Revenue Code es amended (4) “Employment Agreement” means the employment sgrecment between JTA and Executive Director ded 202 (©) *Yaecutive Direct means Nathaniel P, Por, Se (ITA means the lacksoville Transportation Authority, a public body corporate ofthe State of| Flo, (@) “Pion” means this Jnckonville Transportation Authority Defered Compensition Plan far Nathaniel. Ford, (8) "Ptan Administrnbe" means Board of JTA or its delegate appointed bythe Bose to administer the Pan. © “Resignation for Good Reason” means resignation by Executive Divestor fr God Reason as defined inthe Enpayment Agreement © “Tota isabitty” meas determination of ttl disability bythe ScilSeertyAdasrtion, w eins the date spel for vesing ofthe Exeetve Director's Account (oe sb Account) in Section 5. cso Papin Astoy ‘StoplementlExcatveReienest ia For NatalP.Fo, S3. PLAN Accouwt, (@) STR wl ea "Accounts, a neesary) inthe name of the Exeetive Deter. Sach Astount wl be ered or hargd wih (te atout rede tothe Asn, i) cane, rn, ose, a xpos ivesmots dee! hein he Account an i) dstbton re Account : © emercatnee eeerat 4. Caco. * Sapa (©) Any amount be cited under the Plan with spect to a ealendar year wl be eeited in “anary of sch alld year ora Soon as peaceable thereat. (©) The Plan Administator may cet tional amounts tothe Fsstive's Dretr's Account ia ation to those debe in Shel A rom ime time in it sole diseretion (out not fer esember 3, 2038) Any such addtional reds wil be made pursuant os ptiipton sgreement which wl include the arunt beng credited athe date of ring. The Vesting Date for any such ced wil be determined in acondance wth Seton (0), (@) Notwithstanding ary provision ofthe lan othe contra inno event may an amount be rede tothe ExsetiveDietioes Account under he Plante Exeetve Detoris noteplye by STA sof the date credit would otherwise have been made. 5, ENTITLEMENT TO ACCOUNT (ORSUH-ACCOUNT) BALANCE. ‘The Exzeutve Director willbcome ented to payment ofthe Account balance (ran sub-Aceous) unde this Pan ifthe Execsve Director remains atively employed by ITA until the elie to our of the following evens: (8) The Vesting Dat fe the sb-Account; (8) Sepantion om sta with JTA pir tothe Vesting Date dos in ction (by reson of the Executive Dies death or erminatin by voluntary termination de to Total Disabil; (©) Separation am serie with FTA prior othe Vesting Date destin Section 5() ds to involuntary teminaion by A other than for Case or by Resignation fr Goad Reason, JacsooileTanpoation Atborty Sippel xen Retest Pl ut so Foe Nha or Sr,For the avoidance of dubs ithe Exeutve Director's employrent wil VA terminates ris fcminated foray othe eson prior tthe east ofthe dates described inthis Sesion 5, the Executive Director wil upon teriration, ors the igh tall unvested benefis under his Pan TIMING OF PAYMIENTOF ACCOUNT BALANCE. Payment of Exceutve Dirir's Attount (or sub-Accoum) balance, tothe extent the Exsetive Director seni to such Aceourtfalancepurstart to Section 5, wil be made othe Exeotve Director the Executive Director's designated beneiar or estat, a aplcbl) i asnge mp si within (60) days after the Execitine Director becomes ened wo the Acooal or ub- Accu balance pursuant to Section 5. 7. ApuuvisrRaTiON. (@) The Plan Administ sal have fll authority and power to administer an construe the Plan, subject 6 appicate requirements of law. Without iting te generality of the freng the Plan Adminstrator shal have the following powers and cis © Tomake ad enforce such rules and regulations at dooms nesexsry oF proper fr the ‘ministration oF the Pan, @Tolnterpet the Plan adn decide alt questions concersing the Pan; (it) To determine he tbl ofthe Executive Director tothe bane under he Plan ado een he amount adhe recipient of any payment tobe made ude the Pan Gv) Toappoint such agents, counsel, accountant, consultants and other persons as may be required assist in adinistring the Play and (9) Tomah al other dexerintions ant take al oer tps necessry or advisable forthe dmiistragon ofthe Pan All decisions madoby se Plan Adminstrator pursuant othe provisions ofthe Pha shal be made ints sole scr an shal be fnal conclusive, and binding upon el pts. (0) Detegation of Dates. The Pan Administrator may dlegue such of its duties sn may ongnee such experts and ier persons ws it deems appropri in earnction with administering the Pn ‘The Plan Adiinstator shal be ete Yo ely Covelsively upon nd shal be ally proteed in ny action taken by the Plan Adminstrator, in goo Tt nln apn ay opinion reports fasted tm by ey sueh expos the persons (©) Expenses. ll expensts incurred peor the termination of te Plan tht shal rie in coonston withthe adminisaton ofthe Pla, including, without Unitation, administrative expenses rd ompensstion and eer expenses and charges of ny ata. coun, acount, specialist, or ber person who shall be employed by the Plan Administrator in connection with the ‘niminfation of te Plan shal be pad by ITA. lnksonil Treontion Athy Seppenentl Execute Reem Plan os For Nahai Fed Sr(@) _Indemaieaton, FTA ares to indemsity and to deen othe fllest extent permit by aw the embers ofthe Pen Adminstrator and any employee of ITA appointed bythe Pan Ansar to cary out duties under tis Pan, agai al Hibs, damages, cot nd expenses Gnclding torn" Fes andamouns pai in setement of ary lms proved by ITA) oecasionel ty any {actor emision a tt comection with the Pon if eich at ronson isin good faith (©) Liab. ro the extent permed by law, neither the Plan Adminsator nor any athe essa incr any ibility franyat oe for any reo at excep or bit arising otf sh persons ‘vm wll misconduct will breach ofthe Pl. 18. Appeats ProckoUne. (8) The Plan Administrator shall approve or wholly or pray deny al claims for beni under the Pan within a reasonable period of ue afer all eqired documentation bas been frist the Plan Acminstaton (#) a clin is wholly or pally denied, the Plan Adinsratr shall provide the lain ith ites notice sting fo the Specie reson for the denial, making ceference to the pene provisions ofthe Pano he Plan documents on which the denial based; deseribe any wltiona hater or information hal should be received before th clam maybe eted upon fevrahy. ant explain why such material or information, if any, moda and inform the person making the lui of his or he ight pustant to tis Seaton to request review of the decison by the Pl ‘dmininator (©) Actaiman shall ave he right to equest a evew af the decison denying the claim, Such request ‘must be mace by fing a writen application fr eview withthe Plan Adminstrator no ar than SInty (6) dye afte rcnp bythe limart of wuan nts ofthe ena fino ht clan, The "lant ny even pertinent Pan docameat nd shall submit such writen coments sd other Information which or she wishes the Pl Adminitatort eonsir in connection wilh is or her eli (@) The Pln Adiinstator may hold any Hearing or cond! ay independent investigation which it deems necessary t render its decsion on feview.” Sich decision sll be made a5 Soon 8s ractcable afer th Plan Adminisator receives te request freeview. Wrlten notice ofthe Aeesion on eviw sal be promplly Frise tothe cla asl inate specie reasons {rth detson, (©) Forall purposes unr che Pla, decisions on claims (whore no evow i requested) an dessins fon review (where review is requested) shall be fa, binding snd conclusive onal ites persons 9, AMENDMENT O8 TERUNATION OFTHE PLAN, (2) Amendment, The Board may at any me amend the Pann whole ain part provide, however, hat no amendment shall adversely affect the right ofthe Excutve Diet or the Execitve Director's named binary to a Beef to which the Executive Director was or would have Been ented o receive ithe Executive Decors emplaymort had been emit immedi pot {othe Pan smenent, acini Teeporation Autor Supplemental cctv Reta Mas Forth! Fr(©) Termination of Pan. The Hoard may a anytime tenia dhe Pl ints section, Upon any such termination th Excctve Director sal be pl te mount ofthe Plan beet o Which the [Excoutve Director has fon erected as ofthe date of termination thin sity (0) days of the ‘Board's deision terminate the Plan. 10, Ussunpen Puan, ‘Nothing in this Plan salve conse as giving the Executive Dieetor or his oho el epesetative or beneficiary, ay lui suainst any speci assets oF TTA, ora imposing ny tre eationship upon STA in respect ofthe Exertive Dietor. TA shall ot be roguird fo capegaseny ast fn ote provide forthe satisfctiono the obligations bereuer if and tothe extent hatte Exssave Detar ot Bis or her legal reresemate or bonetlary auies ight 0 rceve any payment psa otis Plan, such right shall Reno great th the ght fan anseered general creditor of ITA, 11, BeNerrTS NoN-ASSIONABLE. ‘Benefits under the Plan may ot be anisisod, assign o lente, and wil nt be sujet to lms of the Executive Dtetr's crear by any process whatsoever, except ee specifcly provided inthis Plan or by te Plan Admins i is sole disereton, 12, MISCELLANEOUS PuovIstONS. (2) Section 409A of te Code The Pian is incended to be exempt fom Section 409A ofthe Cole ant the repuiation and guidance promulgated thrnder and fo the maxi extent permite the Plan wl imi, conse and interpreted in accordance wth such nent (©) Right o Wihotd Taxes. TA shal have the sett withhold sch amounts rom ny payment under this Plan as determines acassary to fil any federal, stat, loel wage witli requirements (© NoRight to Continued Employment. Neither te Pin or ay ston taken unr the Pl shal confer upon he Exceative Director any ight to eantnunee of employment by JTA o ary ofits affiliates norsalitertre in any way withthe right of TA to eminate the Executive Dretar's fmpoyient a anytime for any reason, (@) Mental or Physicn Incompetency Ide Plan Adminstrator determines ta ny pron ened to psyments unde Plans incompetent by eason of physical or mental dali, as eeabished bya cour of competent juisdction, he Plan Adminstrator may case payment osc person 1 bemadeo seh pnan’slagal representative or iso ex beat, thot responsi fo allow ‘wheter such amount i applied forthe Executive Dect’ benefit, Payment mae psa to ‘his Section sal ecmpleteyaiseharge th Plan Administrator STA ofall obligations to make payment under this Plan. (©) Payment to Desiguated Henetciary Inthe event of Patch, pment ofthe ipant's Account balance wil be made to beneiclary (or benicar) designated bythe Patan in the form and manner prescribed by the Plan Adminstrator Fa Prien dows rot have a propery eesignated benicar, payer wl e made tothe Prats esate, loksonileTneation Ary Supplemental Exzeutveftirenet an cee or Nebel Pod© Governing Laws. The provisions ofthe Pla shal! be conse, aminsered and enforced according to appliable Federal law and the as ofthe Stat of Frida (@) Severability. The provisions ofthe Pan are severable, If ty provision of the Plan is desmcd legally of faculy invalid or unenforceable t any exten’ o in any application, then the remaindet ofthe provision ath Pan, excepto sich extent rn such aplication, sl hl be affected and cach and every prevision ofthe Plan shall be valid an enforceable the lest extent ee inthe Trades pian permite by a 2 ory ov Sates JACKSONVILLE TRANSPORTATION AUTHORITY eh {s;_Chir E26 +31 [ENTERED INTO TH EXECUTIVE DIRECTOR Its_hiet executive Omede 4-76“ g2/- satan Temorain Aster ts soa or Nihari For SeScene, Sxeetve Deir Anna Ces ‘ious Ansa Crit ‘Gtecar Yeu a Wich Cre ade abject Notwithstanding ay Plan provision to the conteary, in the event hat Exootive Dior experiences @ ‘separation fom sevice Win JTA priar ro December 3, 2128 () du to involuntary ternaton by ITA ‘ter than for Cause (which doesnot inl termination due t death or Total Disabil) Ci) by Resignation for Good Reason, any amounts de to be credited unr Schedule A through 2038 the! were ‘ot et crete prior othe date of Exeatve Direct's separation from service sal be deme to have been ected onthe date inmetiaely prior his separation from sence, acho Tansporatin Athy Supplemental xsi tment Pan = Poe Nathaniel PFod Se