Common use of Additional Consideration Clause in Contracts

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees of the Company generally receive bonus compensation for the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant 5.1 In exchange for Executive’s agreement to its terms, (B) Executive has performed all of her obligations under this Agreement through both remain employed during the Transition Period and to utilize his best efforts to assist the Company as requested during the Transition Period, in addition to the severance payments and benefits described in Section 7(b) of the Employment Agreement (including the accelerated vesting applicable to time-based stock options described in Section 7(b)(iii)), effective as of the Termination Date and notwithstanding anything in any outstanding equity award agreement to the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration contrary: With respect to Executive: a. If and ’s outstanding time-based stock option awards: (a) the exercise period shall be extended until the first to the extent bonus-eligible employees of the Company generally receive bonus compensation for the fiscal year ending occur of: (i) December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by 2016; or (ii) the Compensation and Human Capital Committee original expiration date of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended options (the “2017 PlanExtended Option Exercise Period”); and (b) or any other applicable section unvested options shall fully vest if a Change of Control (as defined in the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan Employment Agreement) is consummated during the Consulting Extended Option Exercise Period. AccordinglyWith respect to Executive’s outstanding time-based restricted stock unit awards: (a) Executive will become incrementally vested on an accelerated basis as if Executive’s Termination Date occurred on December 31, 2016; and (b) any and all unvested restricted stock units shall fully vest if a Change of Control (as defined in the Employment Agreement) is consummated prior to December 31, 2016. With respect to Executive’s outstanding performance stock unit awards, any unvested performance stock units will continue to vest through December 31, 2016 if, and only if: (a) a Change of Control (as defined in the Employment Agreement) is consummated prior to December 31, 2016; and (b) the performance goals set forth in the performance stock unit award agreements are achieved. In all other respects, the equity awards previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with be subject to the terms and conditions of the applicable equity Company stock plans under which they were granted and the award (“Equity Awards Vesting During agreements evidencing such awards. For the Consulting Period”) until avoidance of doubt, the Separation Date, additional consideration described in this Section 5 will only be provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive if he executes (and outstanding pursuant to does not revoke) this Release during the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one forty-five (145) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year day period following the Separation DateTermination Date and executes (and does not revoke) the Supplemental Release on the Termination Date as described in Section 8, such restricted stock units shallbelow. 5.2 Executive’s continued healthcare benefits to be provided by the Company pursuant to Section 7(b) of the Employment Agreement shall include ArmadaCare, to at the extent so earnedsame cost had Executive continued as an active employee of the Company after December 31, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, 2015. 5.3 The Company agrees that Executive authorizes the sale or withholding of a number of the underlying shares of may retain Company common stock provided equipment, which are issued to Executiveincludes iPad, as necessary, to satisfy applicable withholding taxes for income tax purposesiPhone and laptop. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its In further consideration of the terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date representations, and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under releases in this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to will provide Executive with the following additional consideration to Executivepayments and benefits: a. If a lump sum payment in the amount of $1,675,000, less all applicable state and federal tax withholdings and other lawful deductions, and payable five (5) days following the Separation Date; b. a lump sum payment in the amount of $50,000, less all applicable state and federal tax withholdings and other lawful deductions and payable five (5) days following the Separation Date, to reimburse Executive for the extent bonusestimated premiums for twenty-four (24) months of COBRA continuation coverage for himself and his eligible employees dependents pursuant to Section 4980B of the Company generally receive bonus compensation for Internal Revenue Code or the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 applicable state equivalent (“COBRA”), the Company . It shall directly pay for the full monthly COBRA premiums charged to continue be Executive’s medical sole responsibility to timely elect COBRA coverage pursuant to COBRA, at and make the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage.required premium payments; c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended five (the “2017 Plan”5) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period days following the Separation Date, the Company shall pay Executive a cash lump sum amount equal to the portion of Executive’s account under the Corporation’s 401(k) plan (including, without limitation, any 401(k) matching contributions), if any, that has not become vested under the terms of such restricted stock units shallplan as of the Separation Date; d. for the period of six (6) years following the Separation Date, Executive shall be covered under the Company’s existing or successor directors’ and officers’ liability insurance policy; and e. the Company will reimburse Executive’s actual attorney fees and costs incurred for his attorney’s review of and advice regarding Executive’s resignation and this Agreement, to a maximum of $20,000. This reimbursement will be made directly to Executive’s attorney upon the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding presentment of a number statement of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. fees actually incurred. Executive acknowledges and agrees that under the terms of this considerationAgreement he is receiving consideration beyond that which he would otherwise be entitled to and which, payments, and promises as good, sufficient and valuable consideration but for the promises, releases, and waivers contained mutual covenants set forth in this Agreement, the Company would not otherwise be obligated to provide. Executive further agrees that she is not otherwise entitled the payments and benefits provided hereunder are in addition to any wages and accrued but unused vacation earned through the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the CompanySeparation Date.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its terms, (B) If Executive has performed all of her obligations under this Agreement through both does not accelerate his resignation without the Transition Date Board’s consent and he is not terminated by the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated Company for Cause under this Agreementprior to March 1, 2019, and (D) Executive remains subject to, and in consideration of, Executive’s execution and nonrevocation of and compliance with this Agreement thereafterand his subsequent execution of the Certificate attached hereto as Exhibit A (the “Certificate”) within the time period specified therein, as well as his compliance with the Company agrees to terms hereof, Virtusa shall provide Executive with the following additional consideration to Executivetermination benefits (the “Termination Benefits”). Those Termination Benefits consist of: a. If (a) A lump sum payment equal to four months annual base salary (at the rate in effect on the Resignation Date), which is equal to one hundred thirty-three thousand, three hundred thirty-three dollars ($133,333.00) (the “Cash Severance Benefit”). Such amount shall be less applicable deductions and withholdings and shall be paid in one lump sum payment on the Company’s next regular payroll date that occurs six months after the Resignation Date; (b) Continuation of group health plan benefits to the extent bonus-eligible employees authorized by and consistent with COBRA, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company generally and Executive as in effect on the Resignation Date, until six months after the Resignation Date. Notwithstanding the foregoing, nothing in this Section 3 shall be construed to affect Executive’s right to receive bonus compensation for COBRA continuation entirely at Executive’s own cost to the fiscal year ending December 31extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under this Section 3(b) ceases; and (c) Notwithstanding anything to the contrary, 2023including the terms of Section 4(b)(i) of the Employment Agreement, in consideration of the benefits being provided to Executive hereunder, Executive shall be eligible forever releases and waives any right to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives payments of any variable cash compensation (“VCCP”) under the executive variable cash compensation plan as determined approved by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged fiscal year ending March 31, 2019 as applied to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary all executives of the Transition Date or (2) Company. For the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and avoidance of doubt, Executive shall promptly notify the Company in advance earn no VCCP of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employerany kind, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration including for the promisesfiscal year ending March 31, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company2019.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its terms, (B) Executive has performed all of her his obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees of the Company generally receive bonus compensation for the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her his 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. Any such bonus payment shall be subject to all applicable taxes and withholdings. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her his transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units subject to only time-based vesting requirements previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall be deemed to vest in monthly installments over the applicable vesting period starting on the grant date (“RSUs Vesting Monthly”) and all such RSUs Vesting Monthly shall vest on the Separation Date to the extent scheduled to vest as modified by this Section 3.d. on or before the date one (1) year following the Separation Date; provided, howeverthat Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, with respect as necessary, to any outstanding satisfy applicable withholding taxes for income tax purposes. e. Any restricted stock units with an unsatisfied performance-performance based conditioncondition previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, such restricted stock units other than Equity Awards Vesting During the Consulting Period, shall remain outstanding and, if the applicable performance condition is satisfied during such on or before the date one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-one year period upon satisfaction of such performance-performance based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. f. Within thirty (30) calendar days of the execution of this Agreement, so long as Executive does not revoke the Agreement during the revocation period set forth herein, the Company shall reimburse the Executive for his attorneys’ and consultants’ fees associated with the review and negotiation of this Agreement, in a check made payable to the attorneys and consultants as directed by Executive, up to a maximum amount of $5,000.00 in the aggregate. g. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she he is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees For purposes of the Company generally receive bonus compensation for the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be outstanding and unvested time-based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject Restricted Stock Awards granted to Executive timely on March 27, 2018, March 28, 2017 and validly electing continued coverage February 24, 2016, under the Consolidated Company’s 2007 Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive Stock and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive from time to time, all unvested shares thereunder shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding vest immediately prior to the Transition Date will continue Retirement Date; • For purposes of the three outstanding and unvested performance-based Restricted Stock Awards granted to vest Executive on February 24, 2016 under the Company’s 2007 Omnibus Stock and Incentive Plan, as amended from time to time, the remaining unvested shares thereunder shall remain eligible for vesting in accordance with the terms thereof after the Retirement Date notwithstanding Executive’s retirement hereunder (it being understood and conditions of agreed that (i) such vesting, if at all, shall be based on the applicable equity award extent to which the performance measures thereunder are satisfied, and (“Equity ii) all other outstanding and unvested performance-based Restricted Stock Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive under the Company’s 2007 Omnibus Stock and outstanding Incentive Plan shall expire and be of no further force or effect as of the Retirement Date); • Executive shall be entitled to participate in the Company’s 2018 Annual Incentive Plan (the “AIP”) in respect of the Company’s 2018 performance. Any earned payment under the AIP (to the extent earned consistent with the AIP and pursuant to the 2017 Plan immediately prior achievement factors that are applicable to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date performance metrics therein) will be made without any discretionary reductions thereto (except to the extent scheduled any such discretionary reductions are consistent with the discretionary reductions mandated by the Company’s Compensation Committee and/or Board applicable to vest on or before the date one (1) year following the Separation Date; provided, however, payments with respect to any outstanding restricted stock units with an unsatisfied performance-based condition2018 performance under the AIP for substantially all of the other senior executives of the Company), and will be paid when such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, AIP payments are made to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number other executives of the underlying shares Company; and • The Company shall reimburse Executive for reasonable legal fees incurred in connection with the negotiation and execution of Company common stock which are issued this Agreement in an amount not to Executiveexceed $10,000; it being understood and agreed that, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained benefits set forth in this Agreement. Section 3(c) are in addition to any benefits on Executive’s resignation and retirement to which Executive agrees that she is not otherwise entitled if his resignation and retirement were to occur as of the consideration set forth herein and that date of this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the CompanyAgreement.

Additional Consideration. Provided that (A) In addition to the compensation and benefits provided under Sections 3 and 4 and as consideration for the Executive waiving his right to compensation due for 2011 and 2012, and by executing, delivering to the Company and not revoking a release of claims in the form attached to this Agreement becomes effective pursuant to its terms, as Attachment A (Bthe “Release”) Executive has performed all of her obligations under this Agreement through both within twenty-one days following the Transition Termination Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in Executive’s compliance with this Agreement thereafterthe covenants set forth in Sections 7 and 8 below, the Company agrees to provide the following additional consideration to ExecutiveExecutive the following: a. If and (a) a lump sum payment of $4,263,000, subject to applicable withholdings, payable on the extent bonussixth-eligible employees month anniversary of the Company generally receive bonus compensation for Effective Date; (b) enclosed office space and secretarial assistance in the fiscal year ending December 31Aon Center through the earlier of September 30, 20232011, or the date as of which the Executive shall be eligible to receive an annual bonus for fiscal year 2023becomes employed full-time by another employer; (c) provided the Executive (and his dependents, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued if applicable) elects continuation coverage under COBRA under the Consolidated Omnibus Budget Reconciliation Act of 1986 Company’s group health plan on and after the Termination Date, and provided the Executive (“COBRA”)and his dependents, if applicable) remains eligible for such continuation coverage, the Company shall directly reimburse the Executive for (i) the difference between the premium rate the Employee (and if applicable his dependents) are required to pay under COBRA and the rate the Employee would pay for the full monthly COBRA premiums charged to continue Executive’s medical similar coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an active employee of the Company through September 30, 2011 and outstanding immediately prior (ii) the cost of participation in the Company’s executive physical program through the Center for Partnership Medicine at Northwestern Memorial Hospital, which payment or reimbursement will be reported as taxable income to the Transition Date Executive; (d) reimburse the Executive for reasonable legal fees and expenses incurred by the Executive in the negotiation and documentation of this Agreement up to a maximum of $17,500. All such fees and expenses will continue to vest in accordance with be paid by the terms and conditions Company within thirty (30) days after the Company’s receipt of the applicable equity award invoices therefor; and (“Equity Awards Vesting During e) provide the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company’s standard executive-level outplacement assistance with Challenger Xxxx for the 2011 calendar year.

Additional Consideration. Provided that (A) In consideration of Executive’s execution and delivery of this Agreement becomes effective pursuant and subject to its terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in Executive’s compliance with this Agreement thereafterExecutive’s obligations hereunder, the Company agrees after Executive’s employment is terminated to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees pay Executive severance equaling his annual salary of the Company generally receive bonus compensation for the fiscal year ending $500,000 through December 31, 20232007 in bi-weekly installments (pro-rated for periods of less than a full bi-weekly period), without interest, with the first installment payable on the date which is two weeks after the date that the revocation period described herein without Executive having exercised the right of revocation described herein. In addition, (a) through the date which is twenty-one (21) months after the last day of your employment, have the Company make available to you (and/or pay COBRA premiums on) medical and dental benefits on the same terms and conditions (including without limitation premium contribution terms) as would have been made available to you had you remained employed by the Company during such period, and (b) after the expiration of this twenty-one month period and for so long as you shall live, have the Company provide you with (or reimburse you for the premiums on) medical and dental benefits substantially similar (including without limitation substantially similar premium contribution terms) to those that would have been available to you had you remained employed by the Company during such period, it being understood however that from and after the date you became eligible for Medicare coverage the medical and dental benefits called for by this clause (b) shall be eligible supplemental benefits. In addition, your previous stock option agreements shall be deemed fully accelerated and you shall remain fully exercisable for the balance of their respective ten year terms subject to receive an annual bonus the requirements of the federal securities laws. Any and all consideration described in this Paragraph 3 shall constitute consideration for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance execution of this Agreement and such consideration shall be reduced by applicable withholding taxes, payroll deductions and amounts required by law to be withheld. Executive acknowledges that the consideration described in relation this Paragraph 3 constitutes consideration to her 2023 management business objectives as determined which Executive was not previously entitled in the absence of this Agreement, whether by Company policy, written agreement or otherwise. Notwithstanding anything in this Agreement to the Compensation and Human Capital Committee contrary, including but not limited to the provisions of the Board first sentence of Directors of this Paragraph 3, the Company may accelerate the timing of any payment payable to Executive under this Agreement in the event the Company determines in its sole discretion, with discretion that such acceleration could minimize or eliminate the risk that any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged hereunder would be deemed to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary violate Section 409A of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive PlanInternal Revenue Code, as it may be amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted from time to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposestime. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) In addition to the compensation and benefits provided under Sections 3, 4 and 6 and as consideration for the Executive executing, delivering to the Company and not revoking a release of claims in the form attached to this Agreement becomes effective pursuant to its terms, as Attachment A (Bthe “Release”) Executive has performed all of her obligations under this Agreement through both within twenty-one days following the Transition Effective Date and again within twenty-one days following the Separation Termination Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in Executive’s compliance with this Agreement thereafterthe covenants set forth in Sections 10 and 11 below, the Company agrees to provide the following additional consideration Executive the following: (a) office space through December 31, 2010, in such location as the Company may determine; (b) a secretary through December 31, 2010; (c) a recommendation to the Aon Foundation that it contribute $200,000 to Executive: a. If ’s Not-for-Profit; provided that Executive acknowledges and to agrees that the extent bonus-eligible employees Aon Foundation is independent of, separate and apart from the Company, and that by making such recommendation the Company in no way can control or otherwise guarantee that any such contribution shall be made. Nothing contained herein shall implicate any influence or control of the Company generally receive bonus compensation for over the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023Aon Foundation, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors is independent of the Company and the Company shall have completely fulfilled its obligation pursuant to this section by making the recommendation to the Aon Foundation, whether such recommendation is accepted or not. However, Executive acknowledges and agrees that the Company’s recommendation to the Aon Foundation is of value to him; (d) provided, Executive enters into and is working on average at least 20 hours per week for OWSA in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”)2011, the Company shall directly pay Executive $750,000 in 2011, payable in equal quarterly installments, with the first installment payable on March 31, 2011 and the last installment due on December 31, 2011; (e) provided, Executive (and his dependents, if applicable) elects continuation coverage under COBRA under the Company’s group health plan on and after the Termination Date and provided, Executive (and his dependents, if applicable) remains eligible for such continuation coverage, the Company shall reimburse Executive for the difference between the premium rate Employee (and if applicable his dependents) are required to pay under COBRA and the rate Employee would pay for the full monthly COBRA premiums charged to continue Executive’s medical similar coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an active employee of the Company through December 31, 2011; and (f) reimburse the Executive for reasonable legal fees and outstanding immediately prior expenses incurred by the Executive in the negotiation and documentation of this Agreement up to a maximum of $12,500. All such fees and expenses will be paid by the Transition Date will continue to vest in accordance with Company within thirty (30) days after the terms and conditions Company’s receipt of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposesinvoices therefor. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its In further consideration of the terms, representations, waivers and releases in this Agreement, the Company will provide Executive with the following additional payments and benefits: a. Xxxxxxxxx payments in the amount of $125,000 per month, minus all applicable tax withholdings and other authorized deductions, for a period of twelve (B12) Executive has performed all of her obligations under this Agreement through months following the Separation Date, payable in semi-monthly installments on the Company’s regular payroll schedule and commencing on the first regularly scheduled payroll date following both the Transition Separation Date and the Effective Date (as defined in Section 3d. below); b. A lump sum payment in the amount of $50,000, less all applicable tax withholdings and other authorized deductions, payable on the first regularly scheduled payroll date following both the Separation Date and the Effective Date, to reimburse Executive for the estimated premiums for twenty-four (other than due 24) months of COBRA continuation coverage for himself and his eligible dependents pursuant to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonus-eligible employees Section 4980B of the Company generally receive bonus compensation for Internal Revenue Code or the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 applicable state equivalent (“COBRA”), the Company . It shall directly pay for the full monthly COBRA premiums charged to continue be Executive’s medical sole responsibility to timely elect COBRA coverage pursuant and make the required premium payments; and c. A cash lump sum amount equal to COBRAthat portion of Executive’s account under the Company’s 401(k) plan (including, at without limitation, any 401(k) matching contributions), if any, that has not become vested under the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance terms of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change plan as of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until the Separation Date, payable on the first regularly scheduled payroll date following both the Separation Date and the Effective Date. d. For purposes of this Agreement, the “Effective Date” shall be the eighth (8th) calendar day following the date that Executive signs and returns this Agreement to the Company, provided that Executive authorizes does not revoke or attempt to revoke his acceptance of this Agreement prior to such date. Executive shall have the sale or withholding a number period of twenty-one (21) calendar days from the underlying shares of Company common stock which are issued date he receives this Agreement to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive sign it and outstanding pursuant return it to the 2017 Plan immediately prior Company. Executive acknowledges and agrees that under the terms of this Agreement he is receiving consideration beyond that which he would otherwise be entitled to and which, but for the Transition Datemutual covenants set forth in this Agreement, other than Equity Awards Vesting During the Consulting Period, shall vest on Company would not otherwise be obligated to provide. Executive further agrees that the Separation Date payments and benefits provided hereunder are in addition to the extent scheduled to vest on or before the date one (1) year following any wages and accrued but unused vacation earned through the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (Aa) this Agreement becomes effective pursuant to its termsAs additional consideration for the Covenant Not To Compete described above, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date should NIKE terminate Employee's employment and the Separation Date Covenant Not To Compete is enforced, NIKE shall (other than due subject to subparagraph (b) below) pay Employee a termination without Cause under this Agreement)monthly payment equal to one- twelfth (1/12) of Employee's then current Annual NIKE Income (defined herein to mean base salary and annual Performance Sharing Plan bonus calculated at 100% of Employee's last targeted rate) while the Restriction Period is in effect. If Employee voluntarily terminates employment and the Covenant Not To Compete is enforced, NIKE shall (Csubject to subparagraph (b) Executive has not been terminated for Cause under this Agreement, and below) pay Employee a monthly payment equal to one-twenty-fourth (D1/24) Executive remains of Employee's then current Annual NIKE Income while the Restriction Period is in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive:effect. a. If and to the extent bonus-eligible employees (b) Section 409A of the Company generally receive bonus compensation for Internal Revenue Code requires that the fiscal year ending December 31, 2023, Executive shall be eligible monthly payments to receive an annual bonus for fiscal year 2023, which will Employee set forth in subparagraph (a) above may not be prorated. Such bonus will be based on Executive’s performance commence until six months after Employee's "separation from service" as defined in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 Treasury Regulations (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur of (1Section) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment1.409A-1(h). The Company or its agent Failure to follow this requirement will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly result in substantial tax penalties to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting PeriodEmployee. Accordingly, any the commencement of these payments will be delayed until after the six-month period following Employee's separation from service in order to comply with Section 409A and all restricted stock units previously granted avoid tax penalties for Employee. All payments that Employee would otherwise have received before the date that is six months after Employee's separation from service will be accumulated by NIKE and paid to Executive pursuant Employee in a lump sum promptly following the end of the six-month period, together with interest at a fluctuating rate per annum equal to the 2017 Plan while an employee of prime rate as published from time to time in The Wall Street Journal on these delayed payments from the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award date otherwise payable under subparagraph (“Equity Awards Vesting During the Consulting Period”a) until the Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposesdate actually paid. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that she is not otherwise entitled to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company.

Additional Consideration. Provided that (A) this Agreement becomes effective pursuant to its termsIn consideration for Employee’s agreements hereunder, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination including without Cause under this Agreement)limitation those set forth in Sections 6, (C) Executive has not been terminated for Cause under this Agreement7, 8, 9, 10, 11, and (D) Executive remains in compliance with this Agreement thereafter12, the Company Employer agrees to provide the following additional consideration to Executivefollowing: a. If and (a) Employer will pay you an amount equal to 12 months of your annual salary at the extent bonus-eligible employees of the Company generally receive bonus compensation rate in effect for the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount 2017 to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall directly pay for the full monthly COBRA premiums charged to continue Executive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until Employer’s regular pay cycle and through the earlier to occur of (1) the one-year anniversary of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. ExecutiveCompany’s change of status from an employee to payroll over a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting Period. Accordingly, any and all restricted stock units previously granted to Executive pursuant to the 2017 Plan while an employee of the Company and outstanding immediately prior to the Transition Date will continue to vest in accordance with the terms and conditions of the applicable equity award (“Equity Awards Vesting During the Consulting Period”) until month period commencing on the Separation Date, provided that Executive authorizes net of applicable withholding; (b) Employer will pay you an amount equal to a pro-rated portion of your prior year’s annual cash bonus based on the sale or withholding a number of days commencing on January 1, 2017 and ending on and including the underlying shares Separation Date, which the parties agree is $114,252.32, payable in a lump-sum within thirty (30) days following the Separation Date; (c) All outstanding and then unvested stock options, restricted stock and other equity awards granted to you under any of Company common stock the Company’s equity incentive plans (each, an “Equity Award”) which are issued at such time subject to Executivevesting solely based on your continued employment with the Company (each, a “Time-Vesting Equity Award”) shall be deemed to have vested as necessary, to satisfy applicable withholding taxes if your employment has continued for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided. . All other outstanding and unvested Equity Awards (each, however, a “Performance-Vesting Equity Award”) shall be treated in accordance with respect to any outstanding the terms of the plan document and applicable award agreement governing such Performance-Vesting Equity Award. Employer and Employee agree that the Vested Equity Awards of Employee under this paragraph are set forth in Exhibit A attached hereto and incorporated by this reference and equal 14,574 vested stock options and 11,873 vested restricted stock units with an unsatisfied performanceawards; (d) If you timely elect to continue your Company-based conditionprovided health insurance coverage pursuant to the federal COBRA law, the Company will pay directly such restricted stock units shall remain outstanding andCOBRA premiums, if at the applicable performance condition is satisfied during such one (1) year period following same level as you maintain as of the Separation Date, through the end of the COBRA period (18 months), or until such restricted stock units shalltime as you qualify for health insurance benefits through a new employer, whichever occurs first (the “COBRA Period”). The payment shall be for 100% of your COBRA premiums, as well as for your eligible dependents’ COBRA premiums, and the coverage to be provided on this basis shall be health, vision, and dental coverage. Notwithstanding the foregoing, if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the extent so earnedexpiration of the period of continuation coverage to be, vest exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover you under its group health plans without incurring penalties (including without limitation, pursuant to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale Patient Protection and Affordable Care Act or withholding of a number Section 2716 of the underlying shares Public Health Service Act or any other health care law), then, in either case, an amount equal to each remaining COBRA premium under such plans shall thereafter be paid to you in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof) (the benefits under this Section 5(d), (the “COBRA Benefit”); (e) If you elect to do so within thirty (30) days from the Separation Date, the Employer agrees to sell to you for cash the Employer-owned automobile used by you exclusively for business and personal use at the greater of Company common stock which are issued the Employer’s depreciated cost basis in effect as of the Separation Date or the wholesale value listed in the Kxxxx Bluebook used car guide. The purchase price may be offset against other payments due and payable to Executive, as necessary, you under this Section 5; (f) Employer shall reimburse you for up to satisfy applicable withholding taxes for income tax purposes. e. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration $5,000 for the promisesattorneys’ fees you incurred for having your attorneys, releasesMxxxxx Axxxxx Xxxxx Sxxxxxxxxx, review and waivers contained in negotiate this Agreement. Executive agrees that she is not otherwise entitled agreement upon presentment of their invoice; (g) Subject to clearance of security procedures and policies, Employer will transfer ownership of the consideration set forth herein mobile phone and that this consideration is accepted as phone number used by you during the full and final resolution course of all matters related to Executive’s employment, or termination of such employment, your employment with the Company.Employer;

Additional Consideration. Provided that The Company’s provision of the compensation and benefits set forth in this Section 2 (Athe “Additional Benefits”) is fully subject to Executive’s execution of this Agreement becomes effective pursuant to its terms, (B) Executive has performed all of her obligations under this Agreement through both the Transition Date and the Separation Date (other than due to a termination without Cause under this Agreement), (C) Executive has not been terminated for Cause under this Agreement, execution and (D) Executive remains in compliance with this Agreement thereafter, the Company agrees to provide the following additional consideration to Executive: a. If and to the extent bonusnon-eligible employees revocation of the Company generally receive bonus compensation for Supplemental Release attached as Exhibit C (the fiscal year ending December 31, 2023, Executive shall be eligible to receive an annual bonus for fiscal year 2023, which will not be prorated. Such bonus will be based on Executive’s performance in relation to her 2023 management business objectives as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company in its sole discretion, with any such bonus amount to be paid contemporaneously with payment of 2023 bonuses to other bonus-eligible executive officers and no later than March 15, 2024. b. Subject to Executive timely and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRASupplemental Release”), and satisfaction of the Company shall directly pay for terms of both this Separation Agreement and such Supplemental Release, including, without limitation, the full monthly COBRA premiums charged terms of Section 7 of this Separation Agreement and Section 8 of the Employment Agreement, as incorporated by reference herein. (a) The Parties agree that, notwithstanding anything to continue the contrary in any other agreement and subject to the other terms and conditions set forth in this Separation Agreement, Executive’s medical coverage termination of employment shall be considered “Retirement” pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and any covered dependents as in effect immediately prior to the Transition Date, from the time Executive becomes ineligible for coverage owing to her transition to consultant status on the Transition Date until the earlier to occur terms of (1) the one-year anniversary each of the Transition Date or (2) the date Executive begins employment with another employer and becomes eligible for medical coverage through such employment (and Executive shall promptly notify the Company in advance of such employment). The Company or its agent will provide Executive with the COBRA election form(s) and document(s) and pay the premiums directly to its COBRA administrator after Executive elects COBRA coverage. c. Executive’s change of status from an employee to a consultant under this Agreement shall not constitute a termination of services under Section 11 and 12 of the 2017 Employer, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”) or any other applicable section of the 2017 Plan and Executive shall be treated as a “Consultant” under the Plan during the Consulting PeriodAward Agreements. Accordingly, any and all restricted : (i) All stock units previously option awards granted to Executive pursuant to the 2017 Waste Management, Inc. 2009 Stock Incentive Plan while an employee and the Waste Management, Inc. 2014 Stock Incentive Plan (together, the “Incentive Plans”) that remain outstanding as of the Company Employment Termination Date shall continue to become exercisable under the exercise schedule set forth in the applicable Award Agreement for three years following the Employment Termination Date, and outstanding immediately all options held as of the Employment Termination Date that were exercisable or become exercisable shall remain exercisable until the end of the three year period commencing on the Employment Termination Date (or, if earlier, the end of the original term of the option award); and (ii) In event of Executive’s death prior to the Transition Date will continue to vest in accordance with the terms and conditions exercise of the applicable equity award (“Equity Awards Vesting During options described in this Section 2, Executive’s beneficiary shall have the Consulting Period”) until the same rights as Executive under this Separation Date, provided that Executive authorizes the sale or withholding a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Any restricted stock units previously granted to Executive and outstanding pursuant to the 2017 Plan immediately prior to the Transition Date, other than Equity Awards Vesting During the Consulting Period, shall vest on the Separation Date to the extent scheduled to vest on or before the date one (1) year following the Separation Date; provided, however, Agreement with respect to any outstanding restricted stock units with an unsatisfied performance-based condition, such restricted stock units shall remain outstanding and, if the applicable performance condition is satisfied during such one (1) year period following the Separation Date, such restricted stock units shall, to the extent so earned, vest to the extent scheduled to vest within such one-year period upon satisfaction of such performance-based condition; provided, that Executive authorizes the sale or withholding of a number exercise of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposesoptions. e. (b) The Company shall pay executive an additional cash lump sum in the amount of $75,000 in lieu of any obligation to reimburse Executive acknowledges for his reasonable legal fees in connection with negotiation of this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Separation Agreement. Executive agrees that she is not otherwise entitled Such reimbursement shall be paid on or prior to the consideration set forth herein and that this consideration is accepted as the full and final resolution of all matters related to Executive’s employmentJanuary 31, or termination of such employment, with the Company2017.