ex109separationagreement






2   Exhibit 10.9      Separation Agreement  CONFIDENTIAL    JACKSON NATIONAL LIFE INSURANCE COMPANY    Kenneth Stewart  6081 Standish Court  East Lansing, MI 48823  March 31, 2021  Re: Separation Agreement  Dear Kenneth:  This separation agreement (this “Agreement”) confirms that February 10, 2021  (the “Separation Date”), will be the last day of your employment with Jackson National  Life Insurance Company, a Michigan corporation (the “Company”), and the Company’s  affiliates and memorializes the terms and conditions of your separation from service with  the Company. In consideration of the mutual promises and covenants herein contained and  for other good and valuable consideration (the receipt and sufficiency of which are hereby  acknowledged), the parties hereto hereby mutually agree as follows:    1. No Further Authority. Effective as of the termination of your employment with the  Company, you shall no longer have access to the Company’s offices, facilities, servers,  or e-mail. Except as otherwise specifically authorized in writing by the Company, you  shall have no authority or power to, and shall not represent to third parties that you have  the authority or power to, (i) bind the Company with respect to third parties, (ii) act for  any entity or client of the Company, (iii) give instructions or orders on behalf of the  Company, or (iv) make any decisions or commitments for or on behalf of the Company.    2. Non-Disclosure of Confidential Information; Retention of Property.    a) You hereby represent that, from and after the Separation Date, you shall  maintain in confidence and shall not directly, indirectly, or otherwise, use,  disseminate, disclose, or publish, or use for your benefit or the benefit of any  person or entity, any confidential or proprietary information or trade secrets of  or relating to the Company, including, without limitation, information with  respect to the Company’s operations, protocols, processes, products, inventions,  business practices, finances, principals, vendors, suppliers, customers, potential  customers, marketing methods, costs, prices, contractual relationships,  regulatory status, compensation paid to employees, or other terms of  employment (“Confidential Information”), or deliver to any person or entity  any document, record, notebook, computer program, or similar repository of or  





 






3   containing any such Confidential Information. Confidential Information shall  not include any of the foregoing information known to the public generally,  other than as a result of a breach of this Agreement by you, and shall not include  any know-how relating to mergers and acquisitions processes generally (or  pricing and terms in the market generally) that were known to you prior to your  employment relationship with the Company and are not related to or arose out  of your employment relationship with the Company. You may respond to a  lawful and valid subpoena or other legal process but shall give the Company  the earliest possible notice thereof, and shall, as much in advance of the return  date as possible, make available to the Company and its counsel the documents  and other information sought and shall assist such counsel (to the extent  permitted by law) in resisting or otherwise responding to such process.    b) The Company confirms that you have returned the Lenovo Yoga laptop  computer, iPhone X and iPad Pro as requested in the February 11, 2021 letter  sent to you by the Company’s Human Resources department. You may retain  the other devices listed in that letter. Your corporate credit cards, corporate  telephone calling cards, keys, cardkeys, building passes, security access cards,  have all been canceled. Except as noted above, not later than fourteen (14) days  following the date hereof, you shall deliver to the Company any and all of the  Company’s property that is in your possession, custody, or control, including,  but not limited to, all computer disks, computer software, computer passwords,  deal documents, legal documents, and any other documents of a confidential  nature (collectively, “Company Property”) that you may have possessed at any  time during your employment with the Company.    c) You hereby represent that you shall not, directly or indirectly, except as  expressly consented to in advance by the Company, knowingly use, remove  from the Company’s premises, divulge, disclose, confirm, transmit, reproduce,  convey, summarize, quote, share, obtain, view, access, or make accessible,  publicly or privately, to or for any other person or entity, any Company Property,  unless compelled by process of law or regulatory process.    3. Severance. In consideration for the commitments, waivers, representations, warranties,  covenants, and agreements made by you herein, the Company hereby agrees to pay or  provide to you the following amounts or benefits:     





 






4   4.     Severance Component Aggregate Gross Amount Payment Terms  Severance $3,858,100 Payable in four (4) lump  sum  installments  as  follows: 1) First payment  of $2,797,000 will be paid  as    soon   as  administratively  practicable (but not later  than the second Company  payroll  date) following  the occurrence of the  Release Effective Date; 2)  Second    payment of  $526,600 will be paid in    the first payroll in April  2022, subject to your  compliance with the  “Cooperation” provision  set forth in Paragraph 5,  below; 3) Third payment  of $314,500 will be paid  in the first payroll in April  2023, subject to your  compliance with the  “Cooperation” provision  set forth in Paragraph 5,  below; and 4) Fourth  payment of $220,000 will  be paid in the first payroll  in April 2023.  2020 annual bonus $1,299,550 Lump-sum payable at the  time the Company pays  fiscal year 2020 bonuses  to other employees  generally, but not earlier  than the Release Effective  Date, subject to any  previous election by you  to defer any portion of the  2020 annual bonus under  the terms of any deferral  plan of the Company or its  affiliates  





 






5   Prorated 2021 Bonus  based upon 2020 annual  bonus  $145,977 Payable in a lump sum as  soon as administratively  practicable (but not later  than the second Company  payroll date) following  the occurrence of the  Release Effective Date  Cash supplement to  subsidize COBRA  coverage  $7,800 Payable in a cash lump  sum as soon as  administratively  practicable (but not later  than the second Company  payroll  date)  following    the occurrence of the  Release Effective Date      You hereby agree that the amounts and benefits set forth in this Paragraph 3  (collectively, the “Severance Benefits”) constitute your only entitlements from the  Company in connection with your separation from service, and all amounts are subject  to all required tax and other withholdings. Notwithstanding the foregoing, you shall  remain entitled to any vested accrued rights under the Company’s benefit plans  pursuant to the terms of those plans (other than any severance plan, program, or policy),  including, for the sake of clarity, your vested deferred compensation under the  Company’s Management Deferred Income Plan (“MDIP”). For the avoidance of  doubt, (x) except as otherwise specifically provided above, you shall not be entitled to  any bonus or grants under the PLTIP in relation to the 2021 financial year of the  Company and no sums shall be payable to due to you in respect thereof, and (y) the  cash portion of your so-called “Project Scott” award shall lapse on the Separation Date.  Your awards under the PLTIP and the Prudential Restricted Stock Plan 2015 (“RSP”)  (including the RSP portion of the Project Scott award) shall be cancelled as of your  Separation Date (subject to payment of cash amounts for certain PLTIP awards as  provided above). The value of the payment identified as the “Fourth payment” under  “Severance” above shall continue to be subject to the original malus provisions under  the rules of the Group Deferred Bonus Plan (as if it constituted the actual award  thereunder), and for the sake of clarity you would be treated the same as any other  participant thereunder in the application of such malus provisions. The payments made  pursuant to this Agreement are intended to be exempt from, or compliant with, Section  409A of the Internal Revenue Code of 1986, as amended, and the applicable regulations  and guidance thereunder (“Section 409A”), and this Agreement shall be construed  accordingly. In no event whatsoever will the Company or any of its affiliates be liable  for any additional tax, interest or penalties that may be imposed on you under Section  409A or any damages for failing to comply with Section 409A. Each payment made  under this Agreement shall be treated as a separate payment for purposes of Section  





 






6   409A.    5. Non-Solicitation and Non-Interference with Business Relations. In consideration for  the Severance Benefits set forth in Paragraph 3, you agree that you will not, without  the Company’s prior express written authorization, for a period of six (6) months  following the Separation Date, directly or indirectly through any third party (including,  without limitation, through a fund, partnership, corporation, or similar entity):    a. hire, solicit, recruit, or induce (or attempt to hire, solicit, recruit, or induce) any  person (x) while he or she is an employee, partner, or member of the Company  or any of its affiliates or (y) who was an employee, partner, or member of the  Company or any of its affiliates within the twelve (12) months preceding the  date of such hiring, solicitation, recruitment, or inducement (collectively “Off-  Limits Employees”);  





 






7   b. assist, directly or indirectly, in hiring, soliciting, recruiting, or inducing any Off-  Limits Employees for yourself or any other individual or entity (including,  without limiting the generality of the foregoing, by suggesting to any such  individual or entity or to any of their respective agents potential employment  opportunities for, or candidacy of, any Off-Limits Employees);    c. encourage any Off-Limits Employee to terminate his or her employment,  partnership, or membership with the Company or any of its affiliates;    d. solicit, induce, or assist another individual or entity in soliciting or inducing any  of the Company’s current, former, or prospective clients (individually or  collectively, “Clients”) or interfering with the Company’s business relationship  with any such Client; provided, however, that it shall not be a breach of this  clause (d) if, on behalf of a subsequent employer, (i) you participate in ordinary-  course reporting, such as an investor presentation on an investment, to any  group of investors that includes a Client or (ii) you engage with Clients who  were pre-existing clients of your employer prior to your commencing  employment, other than for the purpose of interfering with the Company’s  business relationship with any such Client; or    e. solicit, induce, or assist another individual or entity in soliciting or inducing any  person or entity that was, within the twelve (12) months preceding or following  such solicitation or inducement, a member of the Company’s networks of  directors, experts, advisors, or service providers whose services directly support  activities related to the Company’s business (collectively “Off-Limits Third  Parties”); provided, however, that you may utilize the services of any of the  Off-Limits Third Parties that is (x) a law firm, (y) an investment bank, or (z) any  other Off-Limits Third Party that has a pre-existing business relationship with  a subsequent employer to the extent that (A) those services are available to  persons other than the Company, (B) your utilization of those services does not  prevent, diminish, or otherwise interfere with the Company’s utilization of  those services, and (C) in utilizing those services, you do not violate any of your  other commitments and obligations to the Company.    f. within the Geographic Area, (i) engage in the Business for your own account;  (ii) render any services or give advice related to the Business to or for any  individual or corporation, association, partnership, limited liability company,  joint venture, organization, business, trust, or any other entity or organization,  including a government or any subdivision or agency thereof (each, a “Person”)  that is engaged or is about to become engaged in the Business; (iii) assist any  other Person to engage in any activities competitive with the Business; or  (iv) become, directly or indirectly (and whether or not for compensation), a  stockholder, partner, member, manager, employee, contractor, agent, or  consultant of (or establish any other similar affiliation, relationship or capacity  with) any Person that is engaged or is about to become engaged in the Business,  other than passive ownership as a portfolio investment (with no director  designation rights or other special governance rights) of no more than one  





 






8   percent of the outstanding equity securities of any corporation listed on a  national securities exchange.    As used herein, the term “Business” means the business of the Company,  Prudential plc, a company registered in England and Wales with company  number 01397169, and any of their respective subsidiaries and affiliates (the  “Company Group”); provided, that the definition of Business may be amended  from time to time to reflect acquisitions by, and other changes in, the operations  of the Company Group occurring after the date hereof, and any additional  businesses in which the Company Group is engaged on the date of your  termination of employment with the Company Group or in which the Company  Group plans to be engaged following the date of your termination of  employment with the Company. As used herein, the term “Geographic Area”  means the United States of America or any other geographic location in which  the Company Group is engaged in business.    You further acknowledge and agree that the identities and contact information of  Clients, Off-Limits Employees, or Off-Limits Third Parties, (including, for the sake of  clarity, prospective clients, or prospective investors) that are not otherwise publicly  available in their capacities as such shall constitute Confidential Information and that  the sale or unauthorized use or disclosure of this or any other Confidential Information  would constitute a breach of your non-disclosure obligations.    6. Cooperation. You agree to cooperate and use good-faith efforts to make yourself  reasonably available to the Company (and its representatives and advisors) in any  pending or future governmental or regulatory investigation, inquiry, or request for  information, or civil, criminal, or administrative proceeding or arbitration, in each case  involving the Company. You agree that, upon reasonable notice and without the  necessity of the Company’s obtaining a subpoena or court order, you shall reasonably  respond to all reasonable inquiries of the Company about any matters concerning the  Company or its affairs that occurred or arose during your employment by the Company,  of which matters you have knowledge or information. In addition, you hereby agree  that during the one-year period following the Separation Date, you shall co-operate  with the Company to transfer your information or knowledge with respect to your  duties and position with the Company to the Company’s employees.    The Company shall reimburse you for all reasonable costs of travel away from your  domicile and related out-of-pocket expenses incurred in connection with the above  cooperation in legal and regulatory proceedings. In the event that you are subpoenaed  or otherwise contacted in any way in connection with any litigation, proceeding, or  investigation involving the Company or any Company affiliate, subsidiary, or parent,  you will immediately notify the Company and give the Company an opportunity to  respond to such notice before taking any action or making any decision in connection  with such subpoena or other contact. The Company will reimburse you for reasonable  out-of-pocket expenses, including attorneys’ fees, incurred as a result of such  cooperation, to the extent you would otherwise be entitled to indemnification therefor.  





 






9   7. Positions, Offices, and Directorships. As of the Separation Date, you hereby relinquish  all offices, directorships, similar positions, and any authority with the Company, any  affiliates of the Company, any funds advised by the Company or its affiliates (such  funds, collectively, the “Funds”), any limited partner advisory committees of any such  Funds, any subsidiaries of such Funds, and any entities in which the Company, its  affiliates, or Funds invest.    8. Employee Release. In consideration of the benefits provided to you pursuant to this  Agreement (including the Severance Benefits set forth in Paragraph 3), you hereby  release and forever discharge the Company, Prudential plc, and each of their respective  parents, subsidiaries, affiliates, and investors, each fund, and each of the above parties’  respective past and present officers, owners, directors, partners, members,  shareholders, employees, business partners, agents, portfolio companies predecessors,  successors, and assigns (collectively, the “Company Parties”), from any and all claims,  causes of action, and liabilities of any nature, including, but not limited to, those claims  concerning or arising, directly or indirectly, from your service with the Company or  the termination thereof, including, but not limited to, all actions, causes of action, suits,  debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies,  agreements, promises, damages, claims, grievances, arbitrations, and demands  whatsoever, known or unknown, at law or in equity, by contract (express or implied),  in tort, or pursuant to statute, or otherwise (collectively, “Claims”), that you now have,  ever have had, or will ever have based on, by reason of, or arising out of any event,  occurrence, action, inaction, transaction, or thing of any kind or nature occurring prior  to or on the date that you sign this Agreement.    Without limiting the generality of the above, you specifically release and discharge the  Company Parties from any and all Claims arising, directly or indirectly, from your  affiliation with the Company and its affiliates or any other Company Party or the  termination thereof, arising under the Employee Retirement Income Security Act of  1974 (except as to Claims pertaining to vested benefits under the Company’s employee  benefit plan(s)), Title VII of the Civil Rights Act of 1964, the Age Discrimination in  Employment Act (the “ADEA”), the National Labor Relations Act, the Immigration  Reform Control Act, the Occupational Safety and Health Act, the Civil Rights Act of  1991, the Equal Pay Act, the Rehabilitation Act, the Americans with Disabilities Act,  the New York State Human Rights Law, the New York City Human Rights Law, or  the New York Labor Law, or any applicable amendment to any of the foregoing acts  and laws, or any other federal, state, local, or non-U.S. law, statute, ordinance, rule,  regulation, decision, or order.    The release contained in this Paragraph 7 covers all Claims that have accrued as of the  time you execute this Agreement, including both those that you know about and those  that you may not know about, and you intend that the release contained herein shall  constitute a general release of any and all claims that you may have against the  Company Parties to the fullest extent permissible by law, including any rights to  participate in, or collect damages in connection with, a collective action brought in  respect of any such released claims. The provision of any benefits to you in this  Agreement does not signify any admission of wrongdoing or liability by the Company  





 






10   Parties. Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of  (i) your rights with respect to payment of amounts under this Agreement (or to bring  any claim against the Company alleging a breach of this Agreement and/or seeking  damages arising from such alleged breach) or (ii) your rights under the MDIP and the  deferred compensation payable to you thereunder, or (iii) your rights under the Group  Deferred Bonus Plan, or (iv) any Claims that cannot be waived by law, including  without limitation the right to bring an administrative charge with, or to participate in  an investigation conducted by, or to participate in a proceeding involving, the Equal  Employment Opportunity Commission or other comparable state or local  administrative agency.    You hereby acknowledge that you have been provided Schedule B to this Agreement,  a table that lists the job titles and ages of the positions selected or not selected for  participation in the separation program, in compliance with the Older Workers Benefit  Protection Act, Title 29, section 1625.22. By executing this Agreement, you  understand that you are explicitly releasing all Claims relating to your employment and  its termination under the ADEA, a United States federal statute that, among other  things, prohibits discrimination on the basis of age in employment and employee  benefit plans.    In addition, and notwithstanding anything to the contrary herein, the above release of  claims does not release or affect (i) your right to receive payment of accrued but unpaid  base salary through the Separation Date (ii) your rights under the Company’s group  health and/or welfare plans, (iii) your rights in respect of vested benefits under the  Company’s 401(k) plan, (iv) your rights under the MDIP and the deferred  compensation payable to you thereunder, (v) your rights under the Group Deferred  Bonus Plan, and (vi) your rights to indemnification under the Company’s by-laws  and/or other corporate agreements and/or under any D&O and/or other insurance  policies or Company practices applicable to you or company executives and/or  employees. For the avoidance of doubt, the conclusion of your employment with the  Company shall not diminish your rights under the foregoing indemnification  arrangements, which shall remain in effect in accordance with their terms.    9. Release Effectiveness. Your release and waiver of Claims hereunder (and the related  representations, acknowledgements, and covenants as set forth herein) (the “Release”)  shall be effective after the applicable Revocation Period (as defined below) expires  without you having revoked such Release (the date of such effectiveness, the “Release  Effective Date”).    10. No Legal Actions. Each party hereto represents that he or it has not filed or caused to  be filed any lawsuit, complaint, or charge against the other in any court, any municipal,  state, or federal agency, or any other tribunal. To the fullest extent permitted by law,  each party hereto agrees that he or it will not sue or file a complaint in any court, or file  or pursue a demand for arbitration, pursuing any Claim released under this Agreement,  or assist or otherwise participate in any such proceeding; provided that nothing herein  precludes either party from providing truthful information to a governmental or  regulatory body. Notwithstanding the foregoing, each party agrees to waive his or its  





 






11   right, to the extent that any right exists, to recover monetary damages in connection  with any charge, complaint, or lawsuit filed by such party or by anyone else on his or  its behalf (whether involving a governmental authority or not); provided that neither  party is agreeing to waive, and this Agreement shall not be read as requiring either  party to waive, any right to receive an award for information provided to any  governmental authority. Each party hereto represents and warrants further that he or it  has not assigned or conveyed to any other person or entity any rights vis-à-vis the other  party, including any of the Claims released in this Agreement. Each party further  expressly waives any claim to any monetary or other damages or any other form of  recovery in connection with any proceeding made by him or it in violation of this  Agreement with respect to Claims released under this Agreement.    11. Remedy for Breach. You and the Company agree that, except for the Company’s ability  to seek injunctive relief from a court to secure the performance of or compliance with  the provisions of this Agreement, the Company’s sole and exclusive remedy for money  damages caused by or resulting from one or more breaches of this Agreement by you  shall be the return of some or all of the monetary consideration to be paid to you under  this Agreement, subject to the Company’s ability to prove that it has suffered monetary  damages as the result of a breach by you.    12. Acknowledgements and Commitments in Connection with Separation. You  acknowledge and affirm that:    a. except as explicitly provided under this Agreement, you have been paid and  have received all leave (paid or unpaid), compensation, wages, bonuses,  commissions, and severance to which you may be entitled and that no other  such amounts are due to you, including, but not limited to, under any Company  plan, program, or policy;    b. you have no workplace injuries or occupational diseases;    c. no unasserted claim(s) (whether by you or any other individual or entity) against  the Company are currently in existence;    d. you have not knowingly violated any compliance policy adopted and  disseminated by the Company during the course of your employment;    e. you have not knowingly violated any law or regulation in connection with your  service as a Company employee;    f. you will not at any time make, any untrue statement or make any negative,  disparaging, defamatory, or maligning statement to others (including, but  without limitation, via any public media, whether electronically or otherwise,  whether in writing or orally, or in any other manner) concerning the Company,  Prudential plc or any of their respective officers, directors, members, partners,  or employees (collectively, the “Specified Parties”), including, but without  





 






12   limitation, any statement that could reasonably be expected to adversely affect  the reputation of any of the Specified Parties or the conduct of its, his, her, or  their business, and that you hereby re-affirm your commitment to not make any  of the foregoing statements in accordance with the provisions of the Company’s  employee handbook. Furthermore, you will not, except with the written  consent or at the direction of the Company, communicate with any  representative of the media concerning any of the Specified Parties other than  to confirm your departure from the Company; and    g. you shall remain bound by, and you agree to comply with, any obligations that  survive an employment termination as set forth in any other agreement or  employee policy to which you became subject during and in connection with  your employment with the Company, including without limitation your  continuing obligation to maintain the confidentiality of any Confidential  Information (including the terms of this Agreement).    The Company shall instruct the members of its executive committee and executive  committees of Jackson Financial, Inc. and Prudential plc, to not at any time make any  untrue statement or make any negative, disparaging, defamatory, or maligning  statement to others (including, but without limitation, via any public media, whether  electronically or otherwise, whether in writing or orally, or in any other manner)  concerning you, including, but without limitation, any statement that could reasonably  be expected to adversely affect your reputation. Any and all inquiries about you from  prospective employers, reference checkers or other third parties will be referred to Dana  Rapier, Senior Vice President and Chief Human Resources Officer, or her successor,  who will provide a neutral reference consisting of confirming your dates of employment  and last position held, confirm that you were separated as a change and reorganization  of upper management, and make clear that you were not terminated for cause, and  otherwise comply with the above-stated non-disparagement agreement.    Notwithstanding anything herein to the contrary, nothing in this Agreement shall  (i) prohibit you from making reports of possible violations of federal law or regulation  to any governmental agency or entity in accordance with the provisions of, and rules  promulgated under, Section 21F of the Securities Exchange Act of 1934 or Section 806  of the Sarbanes-Oxley Act of 2002 (as amended), or of any other whistleblower  protection provisions of federal, state, or local law or regulation, or (ii) require  notification or prior approval by the Company of any reporting described in provision  (i) of this paragraph.    Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held  criminally or civilly liable under any federal or state trade secret law for the disclosure  of a trade secret that: (a) is made (i) in confidence to a federal, state, or local  government official, either directly or indirectly, or to an attorney; and (ii) solely for  the purpose of reporting or investigating a suspected violation of law; or (b) is made in  a complaint or other document that is filed under seal in a lawsuit or other proceeding.  Further, an individual who files a lawsuit for retaliation by an employer for reporting a  suspected violation of law may disclose the employer’s trade secrets to the attorney and  





 






13   use the trade secret information in the court proceeding if the individual: (a) files any  document containing the trade secret under seal; and (b) does not disclose the trade  secret, except pursuant to court order.    13. Opportunity for Review and Acceptance. You shall have forty-five (45) days following  your receipt of this Agreement (the “Review Period”) to review and consider the terms  and conditions of this Agreement, including the general release and waiver of claims  set forth herein. You acknowledge that the modifications pursuant to negotiations  subsequent to February 10 do not restart this 45-day period. To accept this Agreement  and the terms and conditions contained herein, you must execute and date this  Agreement where indicated below and return the executed copy of this Agreement to  the Company prior to the expiration of the Review Period. Notwithstanding anything  contained herein to the contrary, this Agreement will not become effective or  enforceable for a period of seven (7) calendar days following the date of its execution  and delivery to the Company (the “Revocation Period”), during which time you may  further review and consider this Agreement and revoke your acceptance of this  Agreement by notifying the Company in writing. To be effective, such revocation must  be received no later than 5:00 p.m., Eastern Daylight Time, on the last day of the  Revocation Period. Provided that this Agreement is timely executed and you have not  timely revoked it, the eighth (8th) day following the date on which this Agreement is  executed and delivered to the Company shall be its effective date. In the event of your  failure to timely execute and deliver this Agreement or your subsequent revocation of  this Agreement during the Revocation Period, this Agreement will be null and void and  of no force or effect, and you will not be entitled to any payments or benefits under this  Agreement that are conditioned upon the execution of a release of claims (which for  purposes of clarification shall include the Severance Benefits).    14. Severability. If a final and non-appealable (or not timely appealed) judicial  determination is made that any term or provision of this Agreement is deemed invalid,  illegal, or unenforceable, all other terms and provisions of this Agreement shall  nonetheless remain in full force and effect.    15. Entire Agreement. It is mutually understood and agreed that this Agreement constitutes  the entire understanding between you and the Company relating to the subject matter  of this Agreement and supersedes any and all prior oral or written agreements,  arrangements, understandings, and writings relating to the subject matter of this  Agreement. This Agreement will be binding on the parties’ successors, assigns, heirs,  and executors. It may not be altered or amended except by mutual agreement evidenced  by a writing signed by both parties and specifically identified as an amendment to this  Agreement.    16. Third-Party Beneficiaries. Except as expressly provided to the contrary in this  Agreement, no third party is intended to be, and no third party shall be deemed to be, a  beneficiary of any provision of this Agreement. You agree that all Company Parties  shall be express third-party beneficiaries of this Agreement (and the release of Claims  contained herein), and shall be permitted to enforce the terms of this Agreement as if  they were parties hereto.  





 






14   17. Acknowledgements Relating to this Agreement.    a. By signing this Agreement, you are confirming that you entered into this  Agreement knowingly and voluntarily, after having had adequate time to  consider it and having discussed it with your chosen legal advisor, if any. You  acknowledge and agree that you have had full and ample opportunity to review  this Agreement. Furthermore, this Agreement shall be deemed to have been  drafted jointly by you and the Company, and the presumption of any laws or  rules relating to the interpretation of contracts against the drafter of any  particular clause should not be applied in this case, and therefore you waive  their effects.    b. Furthermore, by signing this Agreement, you expressly acknowledge that you  are receiving consideration sufficient to justify your undertaking the  commitments herein.    c. You acknowledge and agree that the Severance Benefits that you will receive  in connection with this Agreement constitute consideration for your release and  waiver of Claims included in this Agreement.    18. Governing Law. This Agreement shall be construed, interpreted, and governed in  accordance with the laws of the State of Michigan, without regard to the choice of law  provisions thereof.    19. Jurisdiction and Disputes. The parties hereby consent to jurisdiction in any proceeding  relating to or arising out of this Agreement in any court located within the State of  Michigan and, if subject matter jurisdiction exists, in the United States District Court  for the State of Michigan. The parties submit and consent to the exercise of personal  jurisdiction in, and to the venue of, such courts in the State of Michigan which  jurisdiction is exclusive. In addition, in any dispute concerning or relating to this  Agreement, the prevailing party will be entitled to recover all reasonable attorneys’  fees and costs incurred from the non-prevailing party. Notwithstanding anything to the  contrary herein, before any litigation or other action may be brought pursuant to this  Agreement, the party alleging a breach must, within thirty (30) calendar days following  such alleged breach, provide written notice to the alleged breaching party of the basis  for the claim of alleged breach and afford such party thirty (30) calendar days to cure  and/or remedy such breach, and the parties will seek to resolve in good faith any alleged  breach of this Agreement before filing any claim alleging a breach under this  Agreement.    20. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO  TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION  (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED  WITH, OR RELATED OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES  HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE WHETHER  





 






15   NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,  TORT, OR IN EQUITY, OR OTHERWISE.    21. Counterparts. This Agreement may be executed in one or more counterparts, each of  which shall be deemed to be an original, but all of which shall collectively constitute a  single instrument.    22. Company Authority. The Company represents and warrants that the Company has as  of the date of its execution of this Agreement all requisite power and authority needed  for the execution, delivery, and performance of this Agreement and is duly authorized  by all necessary corporate action and that the individual executing this Agreement on  behalf of the Company is duly authorized to execute and deliver this Agreement on  behalf of the Company and its direct and indirect subsidiaries and affiliates (including  its parent companies and their affiliates).    -------- Remainder of Page Intentionally Blank --------  





 






   day of  2021:  Schedule A    If the foregoing terms are acceptable to you, then please sign and return to me one copy of this  Agreement no later than the last day of the Review Period.      Sincerely,      JACKSON NATIONAL LIFE INSURANCE COMPANY    By:   Name:  Title:    Laura Prieskorn  4/1/2021          ACCEPTED AND AGREED THIS            Kenneth Stewart  





 






15   Schedule A    Schedule A    NOTICE OF EMPLOYEE RIGHTS UNDER THE  OLDER WORKERS BENEFIT PROTECTION ACT    In accordance with the Older Workers Benefit Protection Act (the “OWBPA”), the following  information is being provided to you by Jackson National Life Insurance Company (the  “Company”), in conjunction with the termination of your employment with the Company and the  Company’s offer to you of certain severance benefits, which are conditioned on your validly and  timely executing and not revoking a waiver and release of claims (the “Release”), which contains  a waiver and release of claims in favor of the Company and certain related parties.    The OWBPA requires that the Company inform you of the “decisional units” used in  determining who would be selected for separation at this time and to provide you a listing of the  job titles and ages of all persons in those decisional units selected for separation and those who  were not. If you have any questions regarding this information disclosure, please contact  Hannah Perera at hannah.perera@prudentialplc.com (phone: 011 44 020 3977 9529).      * * * * * * * * * *      Decisional Unit Those persons considered for possible termination (the “Decisional  Unit”) include the Company’s US-based corporate officers.    Eligibility Factors All individuals who were selected for termination in connection with  the elimination of the Decisional Unit are eligible for certain  severance benefits being offered.    Time Limits In compliance with the OWBPA, you are being given at least 45 days  to consider whether or not to sign the Release. In order to receive  severance benefits, you must sign the Release and return it to Hannah  Perera at the email address noted above within the time specified.  You have 7 days following the date you sign the Release to revoke it.  If you revoke the Release during the 7-day revocation period, you  will not be eligible to receive any severance benefits.    Employee Selection The chart on the attached page lists (1) the ages and job titles of  employees in the Decisional Unit who were selected for termination  of employment and an offer of severance benefits in exchange for  executing a Release and (2) the ages and job titles of all employees in  those units who were not so selected.  





 






16   EMPLOYEES IN THE DECISIONAL UNIT    Four out of ten employees in the Decisional Unit were selected for termination of employment  and an offer of severance benefits on terms set out in an agreement that was or will be provided  to each applicable employee.          Job Title  Age as of  2/8/2021 Selected  Not  Selected  Chief Executive Officer and President 58 X   EVP and Chief Financial Officer 45 X   EVP Corporate Development 54 X   EVP, General Counsel 59 X   Chief Commercial Officer 45  X  Chief Risk Officer 51 X  EVP and Chief Operating Officer 53 X  Chief Audit Executive 42 X  SVP, Chief Accounting Officer and Treasurer 45 X  President and Chief Executive Officer, PPM    America, Inc. 53 X