ex108separationagreement






    1    Exhibit 10.8    EXECUTION VERSION      JACKSON NATIONAL LIFE INSURANCE COMPANY    Andrew Bowden   216 E Taylor Street  Savannah, GA 31401    April 5, 2021    Re: Separation Agreement  Dear Drew:  This separation agreement (this "Agreement") confirms   that   February 10, 2021 (the "Separation Date"),  was 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. The Company greatly appreciates your service to  the Company, acknowledges the contributions you provided to the Company and wishes you continued  success. 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 containing any such Confidential Information.   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 in resisting or otherwise responding to such      





 






    2    process. For the avoidance of doubt, nothing in this Agreement prevents you from making  any disclosure that is permitted by the penultimate paragraph of Paragraph 11 or making  confidential disclosures in connection with seeking legal advice.  b) You hereby represent that, promptly and in any event no later than three (3) days following  the execution of this Agreement, you shall have delivered to the Company any and all of the  Company's property that your possession, custody, or control, including, but not limited to,  all computers, handheld electronic devices, cellular telephones, corporate credit cards,  corporate telephone calling cards, keys, cardkeys, building passes, security access cards,  computer disks, computer software, computer passwords, deal documents, legal documents,  and any other documents of a confidential nature (which you may elect to destroy rather than  return) (collectively, "Company Property"), but excluding home office equipment  purchased for you by the Company the return of which the Company did not seek.  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: a total payment of nine million dollars ($9,000,000) in cash, in two installments  as follows, subject to the occurrence of the Release Effective Date: (i) $8,000,000 within seven (7)  days following the Release Effective Date, and (ii) $1,000,000 with the Company's normal payroll  coincident with or immediately prior to October 1, 2021; plus an additional cash payment of $7,800  (as a cash supplement to subsidize continued health care coverage under the Consolidated Omnibus  Budget Reconciliation Act of 1985, as amended). These payments shall be in consideration for and  in full satisfaction of all salary, cash bonus and equity grants and other compensation due or potentially  due based on your service to the Company.  You hereby agree that the amounts and benefits set forth in this Paragraph 3 (collectively, the  "Severance Benefits") constitute any and all amounts due or potentially due from the Company in  connection with your separation from service, and all amounts are subject to all required tax and  other withholdings (and such withholdings shall not be in excess of the minimum required  amounts without your consent). The payments made pursuant to this Agreement are intended to be  exempt from, or compliant with, Section 409A, and this Agreement shall be construed accordingly.  Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this  Agreement or otherwise that is exempt from Section 409A pursuant to Section 1.409A-l(b)(9)(v)(A)  or (C) of the Treasury Regulations (relating to certain reimbursements and in-kind benefits paid  w1der a separation pay plan) shall be paid or provided to you only to the extent that the expenses are  not incurred, or the benefits are not provided, beyond the last day of the second (2nd) calendar year  following the calendar year in which Employee's "separation from service" occurs; and provided  further that such expenses are reimbursed no later than the last day of the third (Yd) calendar year  following the calendar year in which Employee's "separation from service" occurs. With respect to  any expense reimbursement (whether pursuant to Section 6 or otherwise in this Agreement) or the  provision of any in-kind benefit that is subject to Section 409A (and not exempt pursuant to the prior  sentence or otherwise), the amount of any such expenses eligible for reimbursement, or the provision  of any in-kind benefit, in one calendar year shall not affect the provision of in-kind benefits or  expenses eligible for reimbursement in any other calendar year, and in no event shall any such  expenses subject to Section 409A be reimbursed after the last day of the calendar year following  the calendar year in which Employee incurred such expenses, and in no event shall any right to  reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for  





 






    3    another benefit. The Company and its affiliates shall be liable for any penalties that may be  imposed on you under Section 409A or any damages for failing to comply with Section 409A.    4. Public Statements; Certain Disclosures. Notwithstanding anything to the contrary in this Agreement,  you may disclose as appropriate with potential business contacts the mutually agreed statement  attached as Schedule A (the "Permitted Communication"). The Company and Prudential plc, a  company registered in England and Wales with company number 01397169 ("Prudential"), agree  that, unless otherwise required by law or any regulatory requirement, or any legal or administrative  proceeding, in response to any inquiries received by them or any member of the Company Group (as  defined below) relating to you, the Company, Prudential or such member of the Company Group,  as applicable, shall provide only the facts and information contained in the Permitted Communication.  To the extent that any public disclosure of this Agreement or the terms hereof (including the amounts  contained herein) is determined by the Company or Prudential to be required, the Company or  Prudential (as applicable) shall provide you with reasonable advance notice of any such disclosure (to  the greatest extent possible), and provide you with an opportunity to review such proposed disclosure,  and provide comments (which comments shall be incorporated into such disclosure unless the  Company or Prudential reasonably and in good faith determines that the inclusion of such comments  would result in such disclosure being legally deficient, materially misleading or not being consistent  with the terms of this Agreement).  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 twelve (12) 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"), provided that Off-Limits  Employees shall not include Michael Falcon, Axel Andre, and Ken Stewart;    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  





 






    4    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.    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.  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 reasonable attorneys' fees, incurred as a result of such cooperation, to the  extent you would otherwise be entitled to indemnification therefor under the Articles of  Incorporation and Bylaws of the Company as of the date of this Agreement.  The Company shall provide reasonable compensation to you for any time spent cooperating under this  Section 6, aside from time spent actually giving testimony or evidence under oath.  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. (a) Employee Release. Tn 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 pie 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  





 






    5    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 8(a) 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 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 dan1ages arising  from such alleged breach) or (ii) 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 rights under the Company's group health and/or welfare plans, (ii)  your vested rights under the Company's 40 l(k) plan, (iii) 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 or (iv) Claims based on criminal or fraudulent conduct by the Company Parties. 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.  (b) By the Company. In consideration of the covenants and agreements provided by you to the  Company pursuant to this Agreement, this Agreement is in full and final settlement of, and the  





 






    6    Company, on behalf of itself and the Company Parties hereby waives, releases and forever discharges  you from, any and all Claims, that they 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 of this Agreement.  The release contained in this Paragraph 8(b) covers all Claims that have accrued as of the date of this  Agreement, including both those that the Company Parties know about and those that they may not  know about, and the Company Parties intend that the release contained herein shall constitute a  general release of any and all claims that the Company Parties may have against you 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. Notwithstanding the foregoing,  nothing in this Agreement shall be a waiver of (i) the Company Parties' rights to bring any claim  against you alleging a breach of this Agreement and/or seeking damages arising from such alleged  breach) or (ii) any Claims that cannot be waived by law.  In addition, and notwithstanding anything to the contrary herein, the above waiver and release of  claims does not waive or release or affect any Claims based on criminal or fraudulent conduct by  you.  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 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 provide information  or 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-a-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. 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;    





 






    7    c. no unasserted claim(s) (whether by you or any other individual or entity) against the Company  are currently in existence; and    d. 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 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.  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.    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 2 IF 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 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.    12. 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. 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  





 






    8    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).    13. 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.    14. 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.  15. 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. For the avoidance of doubt, the Company  acknowledges and agrees that any payments it owes to you under this Agreement will be made to  your estate if you die before the payments are made and that your estate will succeed to your rights  to such payments under this Agreement.  16. 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.  17. Governing Law. This Agreement shall be construed, interpreted, and governed in accordance with the  laws of the State of New York, without regard to the choice of law provisions thereof.  18. Jurisdiction and Disputes. The parties hereby consent to jurisdiction in any proceeding relating to or  





 






    9    arising out of this Agreement in any court located within the State of New York and, if subject matter  jurisdiction exists, in the United States District Court for the Southern District of New York. The  parties submit and consent to the exercise of personal jurisdiction in, and to the venue of, such courts  in the State of New York which jurisdiction is exclusive. 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.  19. 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 NOW EXISTING OR HEREAFTER ARISING, AND  WHETHER IN CONTRACT, TORT, OR IN EQUITY, OR OTHERWISE.  20. 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.  21. 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.    -------- Remainder of Page Intentionally Blank--------  





 






                10    -      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.                                                                       ..._,.  





 






11    SCHEDULE A    [Agreed Public Statement]      Jackson National Life Insurance Company and Prudential plc greatly appreciate the service to the  companies provided by Andrew Bowden. Mr. Bowden exhibited a high quality of work, character,  collegiality and professionalism. Both companies wish him continued success personally and  professionally.  





 






12    Schedule B    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      Eligibility Factors        Time Limits              Employee Selection  Those persons considered for possible termination (the "Decisional Unit") include  the Company's US-based corporate officers.    All individuals who were selected for termination in connection with the  elimination of the Decisional Unit are eligible for certain severance benefits  being offered.    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.    The chart on the attached page lists (l) 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.  





 






13    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 wil1 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