Common use of Compensation and Benefits Clause in Contracts

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during 2.1 During the Employment Period, while Executive is employed by the Employer, the Employer Employee shall compensate Executive for Executive’s services as follows for periods following the Effective Date: receive a base salary (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”)) of Two Hundred Thousand Dollars ($200,000) per annum, which shall be less all required deductions, including but not limited to federal withholding, social security and other taxes, and payable in accordance with bi-weekly on the EmployerCompany’s normal regular payroll practices as are in effect from time to timeschedule. Beginning on January 1In the future, 2012 and on after each anniversary of such datedate during the Employment Period hereof, ExecutiveEmployee’s rate of Annual Base Salary salary shall be reviewed by the Board or the Compensation Committee thereof and may be increased as determined from time to time by the Board. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. During the Term (and each mutual extension thereof), the Base Salary (as increased from time to time) shall not be reduced. 2.2 Employee shall be eligible to be paid an annual bonus based upon the attainment of the goals set forth in that certain document dated November 16, 2005, entitled “Compensation Committee”) First Year of Employment Targeted Promotion and Bonus Objectives” signed by Employee, the President and CEO of the Company, and the Chairman of the Board of Directors of the Company. The Employee and the Company (may agree to annual bonus targets for future years and shall evidence such targets by a written letter or side agreement. 2.3 During the “Board”), and following such reviewEmployment Period, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive Employee shall be entitled to receive performance based annual incentive bonuses (eachparticipate in incentive, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid savings, and retirement plans, and other standard benefit plans afforded to Executive within thirty (30) days executive-level employees of the completion Company, including, without limitation, all medical, dental, disability, group life, accidental death, D&O indemnity, and travel accident insurance plans and other programs of the annual audit by Company, to the Company’s auditor, but in no event later than two extent Employee is otherwise eligible under the terms and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) conditions of the Annual Base Salaryapplicable plan or policy, which Incentive Bonus shall and as such plans or policies may be determined by specific performance criteria established from time to time be amended, modified or terminated by the Compensation CommitteeCompany without prior notice. Dependents of Employee may participate in such plans to the extent allowed for other dependents of executive level employees of the Company as allowed by the applicable plan. This Agreement shall not be construed to limit in any respect the Company’s right to establish, amend, modify, or terminate any benefit plan or policy. Furthermore, the Company shall not by reason of this Article 2 be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any incentive compensation, employee benefit, or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. (c) Executive 2.4 During the Employment Period, the Company shall be eligible to participatepay or reimburse Employee for all actual, reasonable, and customary expenses incurred by Employee in the course of his employment, including business-related travel expenses, subject to the terms of and conditions thereofEmployee’s compliance with the Company’s Expense Policy, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect amended from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurancetime, and any other similar welfare benefit plans and programs of the Employer, subject applicable Company policies related to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesbusiness expenses. (d) Executive 2.5 During the Employment Period, the Employee shall be entitled to accrue vacation at a rate four weeks of no less than four (4) weeks paid vacation for each vacation, fully paid, per calendar year. 2.6 The Company may withhold from any compensation, subject to the Employer’s vacation programs and policies benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be in effect during the Employment Periodrequired pursuant to any law or governmental regulation or ruling. (e) Executive 2.7 The Company shall be reimbursed reimburse the Employee, upon submission of reasonably detailed receipts or other reasonable evidence of payment by the EmployerEmployee, on terms all reasonable and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket necessary expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive Employee after the effective date of this Agreement in the promotion connection with his relocation from his current residence to Houston, Texas (not to exceed $10,000), including, but not limited to transportation to and from San Antonio, Texas, hotel, meals and other approved and documented temporary living and commuting, relocation costs incurred by Employee in both San Antonio and Houston, Texas that include but are not limited to real estate fees, selling expenses, buying points, buying related expenses, costs of the Employermoving household goods and automobiles and expenses incurred by Employee’s businessspouse during house hunting trips.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while the Executive is employed by shall receive regular compensation (the Employer"Base Salary") at the initial rate per annum of One Hundred Thousand Dollars ($100,000.00) per annum for the period January 1, 1996 through December 31, 1996. The Base Salary shall be payable in arrears less the usual payroll deductions at the same times and in the same manner as salaries paid to other employees. The Executive shall participate in any wage increases applicable generally to the Company's salaried employees. The Base Salary prevailing at any time shall be reviewed annually for a possible increase on January 1 of each year beginning in 1997. (b) In addition to the Base Salary, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an entitled to receive annual rate incentive compensation payments ("Incentive Compensation"). The bonus for the period January 1, 1996 through December 31, 1996 shall be determined pursuant the Company's 1996 Incentive Compensation Plan adopted by the Compensation Committee of $290,000 (Bacou USA, Inc., the “Annual Base Salary”)basis for which shall be communicated to the Executive prior to the commencement of the year to which it relates, except in the case of 1996, which shall be payable in accordance with communicated by June 30, 1996. (c) Incentive Compensation shall be paid by the Employer’s normal payroll practices Company for the prior fiscal year within ten (10) days after a decision is made by the Board of Directors of the Company as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary the amount of such dateIncentive Compensation, Executive’s rate but in any event no later than the earlier of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) annual meeting of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedor March 31. (bd) The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for the Company. (e) The Executive shall be entitled to participate in all savings, thrift, retirement or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and other fringe benefit programs generally available to senior executives of the Company in accordance with and subject to the terms and conditions of such programs. (f) In addition, the Executive shall be entitled to receive performance based annual incentive bonuses the following benefits: (eachi) The Executive will continue to have the use of a Company car, subject to the Company's Executive Automobile Policy. (ii) The Executive shall be entitled to vacation pursuant to the Company's Executive Vacation Policy. For 1996, the “Incentive Bonus”Executive shall be entitled to fifteen (15) from working days of vacation. Vacation days will be taken at a time convenient for both the Employer Executive and the Company. To the extent the Executive does not take all vacation days the remaining days will be carried forward for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall an unlimited period or be paid to the Executive within thirty at the level of his Base Salary valid for the fiscal year in which vacation days are not taken. (30iii) days When traveling on Company business, the Executive will be provided coach-class airfare on domestic trips; business class airfare will be provided on international trips. (iv) The Executive is authorized to incur reasonable expenses in connection with and for the promotion of the completion business of the annual audit by the Company’s auditor, but in no event later than two including expenses for meals and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salarylodging, which Incentive Bonus shall be determined by specific performance criteria established entertainment, and similar items as required from time to time by the Compensation CommitteeExecutive's duties. The Company shall reimburse the Executive for all such expenses upon the presentation of an account therefor, together with appropriate supporting documentation. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject You will continue to be paid a base annual salary at the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 350,000 per year, less payroll deductions and all required withholdings, subject to potential increase but not decrease (the “Annual Base Salary”), which shall . You will be payable paid the base salary in accordance with the EmployerCompany’s normal standard payroll practices practices, and you will be eligible for standard benefits, such as are in effect medical insurance, paid time off, and holidays, according to standard Company policy as may be adopted by the Company from time to time. Beginning In addition to your base salary, you will be eligible to receive performance-based bonuses based on January 1achievement of Company, 2012 division and/or individual performance goals to be set by the CEO and/or the Board. Your target annual bonus will be fifty percent (50%) of your Base Salary, less payroll deductions and on each anniversary all required withholdings. Unless otherwise agreed in writing pursuant to a bonus plan or bonus agreement approved by the CEO and/or the Board, bonus payments, if any, are not guaranteed and will be awarded based upon achievement of such date, Executive’s rate of Annual Base Salary shall be reviewed performance goals established in writing by the Compensation Committee (the “Compensation Committee”) of the Board of Directors in consultation with the Chief Executive Officer and communicated to you. Except as provided under the heading “Severance Benefits” below, to be eligible for a performance bonus, you must maintain full time employment status at the time of the payment and no portion of a performance bonus is earned until paid. The Company (the “Board”), may change its employee compensation and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two benefits plans and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established programs from time to time at its discretion. You will be eligible to participate in all long-term cash and equity incentive plans, practices, policies and programs generally applicable to other similarly situated senior executives of the Company, and you will be considered for annual equity awards as may be determined by the Compensation Committee. (c) Executive shall be eligible Committee of the Board in its discretion, taking into consideration similar equity grants to participatesimilarly situated executives at similarly situated companies and other factors that the Compensation Committee deems relevant, subject to the with a vesting schedule and other terms and conditions thereofconsistent with those applicable generally to grants to other senior officers, in all other incentive plans and programs, including such cash and deferred bonus programs and accordance with the terms of any applicable equity incentive plans as plan or arrangement that may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivestime. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject a) During the Employment Term, your annual base salary shall be no less than $400,000 (the base salary as may be increased from time to time at the sole discretion of the Company, referred to as "Base Salary"), and shall be paid pursuant to the terms and conditions Company's customary payroll practices. b) In addition to the Base Salary, in each calendar year of this Agreement, the Parent ending during the Employment PeriodTerm, while Executive you will be eligible to earn an annual cash bonus ("Annual Bonus"). Your target Annual Bonus commencing as of the effective date of this Agreement is 80% of your then current Base Salary if the Parent achieves certain performance objectives and subject to your individual performance pursuant to the Parent’s annual bonus plan. Except as provided in Section 4 below, the Annual Bonus for each period will be paid only if you are actively employed with the Company on the date of disbursement. Any Annual Bonus payable hereunder shall be paid in the calendar year following the applicable fiscal year of the Parent, after it has been determined by the Employer, Compensation Committee of the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive Parent. Your March 2017 annual bonus shall be compensated at an annual rate of $290,000 calculated using your 2016 target metrics. c) You will be eligible to participate in the Parent’s 2013 Executive Long-Term Equity Compensation Program (the “Annual Base SalaryProgram”)) (as may be amended from time to time) or a successor plan with an initial annual target share or unit award commencing as of the effective date of this Agreement valued at $550,000 subject to the rules of the Program and an award agreement in such form as the Compensation Committee of the Parent may determine from time to time; provided, which however, the parties acknowledge and agree that your March 2017 equity award shall be payable valued at $700,000. d) During the Employment Term, you will be eligible to participate in or receive benefits under any 401(k) savings plan, medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, supplemental and/or incentive compensation plans, or any other employee benefit or fringe benefit plan, generally made available by the Parent to senior executives in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary eligibility requirements of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), plans and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereofset forth in this Agreement. e) During the Employment Term, you will be entitled to 25 days of paid vacation per calendar year (prorated for any partial years of employment), subject to the applicable vacation policies and procedures on usage and carry over. You are also eligible for two personal days per year. f) During the Employment Term, the Company will reimburse you for all reasonable business expenses incurred by you in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be the course of performing your duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company’s requirements with respect to senior executives employed by reporting and documentation of expenses. Reimbursements will be paid promptly after submission and review of appropriate documentation, but in any event no later than 2½ months after the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives end of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items calendar year in which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businesswas incurred.

Compensation and Benefits. Subject to (a) The Company shall pay the terms and conditions of this Agreement, Executive a salary during the Employment Period, while Executive is employed by in monthly installments, initially at the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 335,000 per annum. The Company CEO may, in his sole discretion (i) increase (but not decrease) such salary from time to time and (ii) award a bonus to the “Annual Base Salary”), Executive for any calendar year during the Employment Period. (b) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which shall be payable in accordance are consistent with the EmployerCompany’s normal payroll practices as are policies in effect from time to time. Beginning on January 1. (c) During the Employment Period, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary the Executive shall be reviewed entitled to participate in the Company’s executive benefit programs on the same basis as other executives of the Company having the same level of responsibility, which programs consist of those benefits (including insurance, vacation, company car or car allowance and/or other benefits) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) In addition to participation in the Company’s executive benefit programs pursuant to Section 3(c), the Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodPeriod to: (i) additional term life insurance coverage in an amount equal to the Executive’s salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the executive benefit programs or a comparable insurer acceptable to the Company; provided, that if the Executive is not participating in such additional life insurance coverage and if the Employment Period ends on account of the Executive’s death, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) amounts equal to one-half of the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) had the Employment Period remained in effect until the second anniversary of the date of the Executive’s death, at the times such amounts would have been paid. (eii) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to those that apply to other similarly situated executives 66 2/3% of the Employer, for reasonable outexecutive’s annual salary; but only if and so long as supplementary coverage is available at standard rates from the insurer providing long-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with term disability coverage under the Employer’s expense reimbursement policy and actually incurred by Executive in executive benefit program or a comparable insurer acceptable to the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject to Executive shall be paid, as an annualized “Base Salary,” not less than Two Hundred Fifty Thousand Dollars ($250,000.00) for calendar year 2009 (pro-rated for the terms and conditions portion of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods year that occurs following the Effective Date: ) and not less than Four Hundred Thousand Dollars (a$400,000.00) Executive shall be compensated at an annual rate for each of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to timecalendar years 2010 and 2011. Beginning on January 1, 2012 and on each anniversary of such dateThereafter, Executive’s rate of Annual Base Salary shall be reviewed determined by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) in its discretion but, in no event, shall Executive’s annualized Base Salary be less than Four Hundred Thousand Dollars ($400,000.00). Base Salary shall be payable in periodic installments in accordance with the Company’s regular payroll practices. Executive shall be eligible to receive such discretionary bonuses as the Board, and following such reviewin its discretion, may determine. Within one hundred eighty (180) days after the close of each fiscal year of the Company during the Term, the Annual Base Salary may Board shall review Executive’s performance during such fiscal year and award any discretionary bonus to Executive. For the avoidance of doubt, Executive shall not be adjusted upward but entitled to a discretionary bonus in no event will it respect of performance for 2009. Executive shall also be decreased. entitled, during the Term to participate in all retirement, disability, pension, savings, health, medical, dental, insurance and other fringe benefits or plans (bwhich shall be approved by the Board in its discretion) of the Company generally available to executive employees. Executive shall be entitled to receive performance based annual incentive bonuses six (each, the “Incentive Bonus”6) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be weeks of paid to Executive within thirty vacation per annum (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesrollover). Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate participate in the pool of no less than four (4) weeks paid vacation common shares of KCGL designated for each calendar year, subject distribution to the EmployerKCGL’s vacation programs and policies as may be management team in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent accordance with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.terms attached hereto as Exhibit A.

Compensation and Benefits. Subject to (a) The Company shall pay the terms and conditions of this Agreement, Executive a salary during the Employment Period, while Executive is employed by in monthly installments, initially at the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 260,000 per annum. The Company CEO may, in his sole discretion (i) increase (but not decrease) such salary from time to time and (ii) award a bonus to the “Annual Base Salary”), Executive for any calendar year during the Employment Period. (b) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which shall be payable in accordance are consistent with the EmployerCompany’s normal payroll practices as are policies in effect from time to time. Beginning on January 1. (c) During the Employment Period, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary the Executive shall be reviewed entitled to participate in the Company’s executive benefit programs on the same basis as other executives of the Company having the same level of responsibility, which programs consist of those benefits (including insurance, vacation, company car or car allowance and/or other benefits) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) In addition to participation in the Company’s executive benefit programs pursuant to Section 3(c), the Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodPeriod to: (i) additional term life insurance coverage in an amount equal to the Executive’s salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the executive benefit programs or a comparable insurer acceptable to the Company; provided, that if the Executive is not participating in such additional life insurance coverage and if the Employment Period ends on account of the Executive’s death, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) amounts equal to one-half of the amounts the Executive would have received as salary (based on the Executive’s salary then in effect) had the Employment Period remained in effect until the second anniversary of the date of the Executive’s death, at the times such amounts would have been paid. (eii) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to those that apply to other similarly situated executives 66 2/3% of the Employer, for reasonable outexecutive’s annual salary; but only if and so long as supplementary coverage is available at standard rates from the insurer providing long-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with term disability coverage under the Employer’s expense reimbursement policy and actually incurred by Executive in executive benefit program or a comparable insurer acceptable to the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be Three Hundred Thousand Dollars ($300,000) per annum (as adjusted from time to time as provided below, the terms “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Compensation Committee of the board of directors of Parent (the “Compensation Committee”) shall review the Base Salary each year during the Term hereof, and conditions Executive may receive increases in her Base Salary from time to time, based upon her performance, subject to approval of this Agreementthe Compensation Committee. In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated entitled to participate in the Company’s employee benefit programs for which other senior executive employees of the Company are generally eligible. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. (b) In addition to Base Salary, Executive will have an opportunity to earn a cash bonus each year, commencing with calendar year 2006, as determined by the Compensation Committee, with a target annual rate bonus equal to sixty-five percent (65%) of $290,000 Executive’s Base Salary (the “Annual Base SalaryTarget Bonus”), which shall be payable in accordance ) based upon the achievement with the Employer’s normal payroll practices respect to any calendar year of performance objectives as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed approved by the Compensation Committee (the “Target Bonus Objectives”), or (ii) a maximum annual bonus, as determined by the Compensation Committee”Committee in it sole discretion, of up to one hundred percent (100%) of Executive’s Base Salary if the Board Compensation Committee determines that Executive and the Company have substantially exceeded the Target Bonus Objectives. The Target Bonus Objectives will be financial and other objective targets that the Compensation Committee reasonably believes are reasonably attainable at the time that they are set. Such bonus amounts, if any, shall be payable within 100 days following the end of Directors each calendar year at such time as other executive officer bonuses are paid and, except as otherwise provided in Section 4, so long as Executive remains in the employ of the Company (the “Board”), and following on December 31 of such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal calendar year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Subject to the approval by the stockholders of Parent of the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “Plan”), within three business days following such stockholder approval and on each subsequent anniversary of the Effective Date, so long as Executive remains in the employ of the Company on each such date (each, an “Issuance Date”), up to and including the fourth anniversary of the Effective Date, Executive shall be eligible granted a nonqualified option under the Plan (the “Options”) to participatepurchase 40,000 shares of Syniverse Holdings, Inc. common stock, par value $.001 per share (the “Common Stock”), resulting in grants of Options to purchase a total of 200,000 shares of Common Stock. The per share exercise price shall be the closing price of the Common Stock on the applicable Issuance Date and, each Option shall vest, subject to Executive’s continued employment on the applicable vesting dates, in three equal annual installments of 33 1/3% commencing on the first anniversary of the Effective Date. Each Option will have a term of ten (10) years, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e)) to earlier expiration in the event of the termination of Executive’s employment. (d) Subject to the approval by the stockholders of Parent of the Plan, within three business days following such stockholder approval Executive shall be granted a one-time restricted stock award (the “Restricted Stock Grant”) of 40,000 shares of Common Stock. Except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e), the Restricted Stock Grant shall vest in five equal annual installments (i.e., 20% of the shares subject to the award) on each of the first, second, third, fourth and fifth anniversary of the Effective Date, so that the Restricted Stock Grant will be fully vested and exercisable five (5) years from the Effective Date, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e)) to Executive’s continued employment with the Company on the relevant vesting dates. No right to any restricted stock shares subject to the award received by the Executive shall be earned or accrued except at such times and to such extent as vesting of such respective shares occurs pursuant to the terms of this Agreement. Subject to the terms of this Agreement, the shares subject to the Restricted Stock Grant shall be evidenced by the Company’s standard form of restricted stock agreement. (e) The Company shall reimburse Executive for all reasonable business expenses incurred by her in the course of performing her duties and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company’s requirements with respect to senior executives employed by reporting and documentation of such expenses. Notwithstanding any Company policy to the Employer on as favorable a basis as provided to other similarly situated senior executivescontrary, Executive’s international travel shall be Business Class (or, if Business Class is not available, First Class) and her domestic travel shall be First Class. (df) On or as soon as reasonably practicable following the Effective Date, Executive shall be entitled to accrue vacation at will receive a rate one-time bonus payment of no less than four (4) weeks paid vacation $150,000, payable in accordance with the Company’s customary payroll practice, as compensation or reimbursement for each calendar yearall moving, subject to the Employer’s vacation programs transition and policies as may be relocation expenses and legal expenses incurred in effect during the Employment Periodconnection with this Agreement. (eg) The Company shall provide Executive with a housing allowance to be used by Executive to defray the cost of Executive’s housing in the Tampa Bay area as follows: (i) $2,000 per month for the first eighteen (18) months of Executive’s employment with the Company, and (ii) $1,000 per month for the second eighteen (18) months of Executive’s employment with the Company. (h) All amounts payable to Executive as compensation hereunder, including, without limitation, the Options and the Restricted Stock Grant, shall be reimbursed subject to all required and customary withholding by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive Company as provided in the promotion of the Employer’s businessSection 18 herein.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, 2.1 Employee’s base salary during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive Term shall be compensated at an annual rate of one million forty‑five thousand dollars ($290,000 (the “Annual Base Salary”), 1,045,000) per annum which shall be payable paid in accordance with the Employer’s normal standard payroll practices as are in effect from time to timepractice. Beginning on January 1, 2012 and on each anniversary of such date, ExecutiveEmployee’s rate of Annual Base Salary base salary shall be reviewed and approved annually by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of and then recommended by the Compensation Committee to the Board of Directors for its approval and may be increased, in the Board of Directors’ sole discretion, from time to time. Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Employee unless otherwise permitted by this Agreement. 2.2 For each calendar year during the Term, Employee shall be paid an annual cash performance bonus (an “Annual Bonus”), to the extent earned based on performance against objective, reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board (or a sub-committee thereof), after consultation with Employee, no later than sixty (60) days after the commencement of the Company relevant bonus period. Employee’s annual bonus opportunity for a calendar year shall equal 125% of Employee’s Base Salary for that year if target levels of performance for that year are achieved (the “BoardTarget Bonus”), and following such review, the Annual shall be 62.5% of Employee’s Base Salary may be adjusted upward but in no event will it be decreased. if 90% of the applicable threshold performance criteria are achieved and 250% of Employee’s Base Salary if 110% of the applicable maximum performance criteria are achieved (b) Executive with Employee’s Annual Bonus being determined using straight line interpolation for performance between any two such amounts). Employee’s Annual Bonus for a bonus period shall be entitled to receive performance based annual incentive bonuses (each, determined by the “Incentive Bonus”) from Board after the Employer for each fiscal year ending during end of the Employment Period. Any such Incentive Bonus applicable bonus period and shall be paid to Executive within thirty (30) days Employee when annual bonuses for that year are paid to other senior executives of the completion of the annual audit by the Company’s auditorEmployer generally, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) March 15 of the year following the year to which such Annual Base SalaryBonus relates. In carrying out its functions under this Section 2.2, which Incentive Bonus the Board shall be determined by specific performance criteria at all times act reasonably and in good faith. 2.3 During the Term, Employee shall participate in Employer’s long-term management incentive plans, including its equity incentive plans, on the terms established from time to time by the Compensation Committee. 2.4 Promptly after the Effective Date, Employer shall grant Employee, under the Company’s Management Incentive Plan (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental“Emergence Awards”), profit sharing(i) 150,150 fully-vested shares of the Company’s common stock, 401(kpar value $0.01 (“Shares”), and (ii) options covering 75,075 Shares and 75,075 Shares, each in accordance with the Emergence Award Grant Agreements attached hereto as well as all medical Annex B and dentalAnnex C, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of respectively (the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives“Grant Agreements”). (d) Executive 2.5 Employee shall be entitled to accrue vacation at a rate of no less than least four (4) weeks paid vacation for in each calendar year, subject to the or such greater amount of vacation as may be determined in accordance with Employer’s vacation policy as in effect from time to time. Employee shall also be entitled to all paid holidays given by Employer to its executives. 2.6 During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; provided that such expenses are incurred and accounted for in accordance with Employer’s applicable policies and procedures. In addition, Employer shall reimburse Employee, in an amount not to exceed $50,000, for reasonable, documented legal fees and expenses (including, without limitation, attorneys’ fees) incurred by Employee in the preparation, negotiation and execution of this Agreement and the Grant Agreements. 2.7 While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer and/or the Employer Entities to all or substantially all of Employer’s similarly situated employees. Such benefits, plans, and programs may include, without limitation, medical, health, and policies dental care, life insurance, disability protection, qualified and non-qualified retirement plans, retiree medical plans and stock option and stock grant programs, if any. Except as specifically provided in this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the terms and conditions of such benefit plans and programs. 2.8 Notwithstanding anything to the contrary in this Agreement, it is specifically understood and agreed that Employer and the Employer Entities shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any incentive, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. 2.9 Employer shall withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be in effect during the Employment Periodrequired pursuant to any law or governmental regulation or ruling. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate Buyer agrees that for a period of $290,000 twelve (12) months after the Relevant Closing Date or such shorter period during which the Transferred Employee remains employed by Buyer or any of its Designated Employing Entities (the “Annual Base SalaryRelevant Period”), Buyer shall provide (and cause its Designated Employing Entities to provide) each Transferred Employee with (i) an annual base salary or wage rate, as applicable, at least equal to the annual base salary or wage rate, as applicable, provided to such employees at least 30 days prior to the Relevant Closing and (ii) with short and long term incentive compensation opportunities (including the opportunity to continue to earn any retention, sign on, or other one-off entitlements for which shall be payable the relevant performance, retention, measurement, or repayment period is still in progress and any existing contractual entitlements to the same, until payment is made or forfeited in accordance with its terms) (in the Employer’s normal payroll practices form of cash, equity, or equity-based awards) at least equal in value to the short term and long term incentive compensation opportunities provided to such employees at least 30 days prior to the Relevant Closing, for each Identified Employee and, in each case, as are included in effect from time to timethe schedule referenced in the following sentence. Beginning on January 1, 2012 and on each anniversary No later than 30 Business Days following the date of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee this Agreement (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it less than 30 days prior to the Relevant Closing Date), Sapphire shall provide Buyer with a schedule of the annual base salary or wage rate, as applicable, and the short and long term incentive compensation opportunities (which for the avoidance of doubt includes any retention, sign on, or other one-off payments or entitlements which are in the process of being earned or unpaid for each Identified Employee based on compensation opportunities for the 2021 performance year). In addition, Buyer shall provide (and cause its Designated Employing Entities to provide) during the Relevant Period, Transferred Employees (other than the Automatic Transfer Employees) with benefits and perquisites (or cash payments or increases in annual base salary or incentive compensation opportunities in lieu of benefits or perquisites, including defined benefit pension plan accruals) that are, in the aggregate, substantially comparable to the benefits and perquisites provided to such employees at least 30 days prior to the Relevant Closing; provided, however, that, for the avoidance of doubt, in no event shall this Section 7.02(a) require that any such employee be decreasedentitled to accrue benefits in a defined benefit pension plan following the Relevant Closing. In respect of Offer Employees (other than U.S. Transferred Employees) who become Transferred Employees, Buyer shall or shall cause its Designated Employing Entities to provide benefits and perquisites, including cash payments or allowances, or paid time off, in lieu of benefits, that are, in the aggregate, substantially comparable to the benefits and perquisites provided to such employees at least 30 days prior to the Relevant Closing. In respect of Automatic Transfer Employees, Buyer shall or cause its relevant Designated Employing Entity to, replicate terms and conditions, benefits and working conditions to the extent required under the Transfer Regulations, save with respect to rights under any UK DB Plan (as defined in Section 7.02(b) below). Seller shall cause any Retained Entity that is a party to a Severance Arrangement to transfer such agreement to a Transferred Entity, Buyer or a Designated Employing Entity, as directed by Buyer, to the extent that a Transferred Employee is party to such an agreement. Notwithstanding any provision herein to the contrary, Buyer and the Designated Employing Entities (including the Transferred Entities) shall be permitted to make reasonable reductions to the compensation and benefits of Transferred Employees in response to, relating to, or to take into account any outbreak and ongoing effects of contagious disease, epidemic or pandemic (including COVID-19) to the extent such reductions apply to similarly situated employees of the Buyer and its Subsidiaries. (b) Executive Each Transferred Business Employee (other than any Transferred Employee who primarily provides services in the United States (a “U.S. Transferred Employee”)) who is a participant in an Employee Plan that is a defined benefit pension plan (the “Non-U.S. Seller DB Plan”) shall cease to participate in the Non-U.S. Seller DB Plan as of the Relevant Closing. With respect to Non-U.S. Seller DB Plans other than defined benefit pension plans in which Business Employees employed in the United Kingdom participate (such plans, “UK DB Plans”), Sapphire shall and shall cause each other Seller or Affiliate to retain all of the assets of the Non-U.S. Seller DB Plan and retain the Liabilities for (i) all benefits payable under the Non-U.S. Seller DB Plan with respect to any individual who retired or otherwise terminated employment on or prior to the Relevant Closing Date, (ii) the accrued benefit of each Business Employee through the Relevant Closing Date, and (iii) any benefits or right to receive such benefits of the Business Employees that do not relate to old age, invalidity or survivor benefits that transfer to or are otherwise exercisable against Buyer or any of its Designated Employing Entities by operation of law pursuant to the Transfer Regulations, and any Liability with respect to such benefits or right to receive such benefits shall be entitled an Excluded Liability. Each U.S. Transferred Employee who is a participant in a defined benefit pension plan or any plan subject to Title IV of ERISA or subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code, in each case, sponsored by Seller, an Affiliate, or any of their respective ERISA Affiliates (the “U.S. Seller DB Plan”), shall cease to participate in the U.S. Seller DB Plan as of the Relevant Closing. Sapphire shall and shall cause each other Seller or Affiliate to retain all of the assets and Liabilities of the U.S. Seller DB Plan, including the Liabilities for all benefits payable under the U.S. Seller DB Plan. For purposes of this Section 7.02(b) the accrued benefit means the monthly normal retirement age benefit accrued under each Non-U.S. Seller DB Plan up to and through the Relevant Closing Date based upon each Transferred Business Employee’s credited service under the Non-U.S. Seller DB Plan through the Relevant Closing Date, exclusive of the subsidized value of any early retirement benefit, early retirement supplements, retiree benefit increases, or any other benefit, supplement or subsidy under the Non-U.S. Seller DB Plan that such employee would have earned in addition thereto had he or she continued employment with Sellers or the Retained Entities, as applicable. Subject to Section 7.02(g), with respect to UK DB Plans, Sapphire shall and shall cause each other Seller or Affiliate to retain all of the assets and Liabilities of the UK DB Plans, and be responsible and liable for any benefits or right to receive performance based annual incentive bonuses (eachsuch benefits of the Business Employees that do not relate to old age, or invalidity or survivor benefits that transfer to or are otherwise exercisable against Buyer or any of its Designated Employing Entities by operation of law pursuant to the “Incentive Bonus”) Transfer Regulations, and any Liability with respect to such benefits or right to receive such benefits or otherwise that arises from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus or in connection with a UK DB Plan shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeean Excluded Liability. (c) Executive Buyer shall be eligible grant (or cause the Designated Employing Entities to grant) each Transferred Employee credit for years of prior service with Sellers or any of their Affiliates or their respective predecessors for purposes of eligibility to participate, subject to the terms vesting, level of benefits and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans benefit accrual (as may be in effect from time to time with respect to senior executives employed applicable) under any employee benefit plan sponsored or maintained by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs Buyer or any of the EmployerDesignated Employing Entities (other than for purposes of determining benefit accruals under a defined benefit pension plan that is not an Assumed Employee Plan or otherwise as required by applicable Law for purposes of a defined benefit pension plan); provided, subject however, that such credit shall not result in a duplication of benefits. Buyer and Sapphire agree to the terms cooperate and conditions thereof, exchange such information as in effect from time is necessary to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesavoid any such duplication of benefits. (d) Executive At the Relevant Closing, each U.S. Transferred Employee shall cease participation in the Employee Plans that provide health and welfare benefits (each, a “Seller Welfare Plan”) and commence participation in the health and welfare benefit plans maintained, administered or contributed to by Buyer and the Designated Employing Entities (including the Transferred Entities); provided, however, that upon Buyer’s written request at least 30 days prior to the date of the Relevant Closing, Sellers shall, and shall cause their Affiliates to, permit U.S. Transferred Employees to continue to participate in the Seller Welfare Plans for a period ending on the earlier of (i) December 31, 2021, if the Relevant Closing occurs prior to December 1, 2021, or (ii) as soon as reasonably practicable in which Buyer is able to transfer U.S. Transferred Employees on to welfare plans of Buyer or an applicable Designated Employee Entity, but no later than three (3) months following the date of the Relevant Closing pursuant to terms as set forth in the Transition Services Agreement (which, for the avoidance of doubt, shall permit Buyer to transfer U.S. Transferred Employees on to welfare plans of Buyer or applicable Designated Employing Entity prior to the three month anniversary of the Relevant Closing in Buyer’s sole discretion upon at least 30 days’ prior written notice to Sellers) (such period of coverage, the “Post-Closing Welfare Plan Period”). The Retained Entities shall be entitled responsible for claims incurred under a Seller Welfare Plan for U.S. Transferred Employees and their beneficiaries and dependents at or prior to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar yearthe Relevant Closing and during any Post-Closing Welfare Plan Period, subject to reimbursement in accordance with the Employer’s vacation programs Transition Services Agreement. All claims incurred under a Seller Welfare Plan for U.S. Transferred Employees after the Relevant Closing and policies as may after any Post-Closing Welfare Plan Period shall be the responsibility of Buyer and its Subsidiaries. For purposes of this Section 7.02(d), claims shall be deemed to be incurred in effect during accordance with the Employment Periodterms of the Seller Welfare Plan. (e) Executive To the extent applicable, for any U.S. Transferred Employees, Buyer shall be reimbursed by use reasonable best efforts to (and shall cause the Employerapplicable Designated Employing Entities to use reasonable best efforts to), on terms (i) waive all limitations as to pre-existing conditions, exclusions and conditions waiting periods with respect to participation and coverage requirements applicable to the U.S. Transferred Employees under any health and welfare plans in which such U.S. Transferred Employees are eligible to participate after the Relevant Closing to the extent that are substantially similar such limitations were waived under the applicable Seller Welfare Plan and (ii) provide each U.S. Transferred Employee with credit for deductibles paid prior to those the Relevant Closing in satisfying any applicable deductible requirements under at least one medical plan option and dental plan option, but only to the extent that apply Sapphire or the applicable Seller provides evidence reasonably acceptable to other similarly situated executives Buyer of the Employer, for reasonable amount of such out-of-pocket payments, and only to the extent that Buyer or its Designated Employing Entity shall be eligible to credit such expenses against any other lifetime or yearly maximums. (f) In relation to any Automatic Transfer Employee who has any benefit entitlements or the right (whether contingent or otherwise) to receive any benefits under any UK DB Plan that do not relate to old age, or invalidity or survivor benefits (“Xxxxxxxx Benefits”), Buyer shall not (and shall procure that any Designated Employing Entity shall not) take any action which would induce or promote the assertion of any claim for entertainmentXxxxxxxx Benefits by any Automatic Transfer Employee (which for these purposes, travelshall include notifying or otherwise making an Automatic Transfer Employee aware of the existence or availability, mealswhether contingent or otherwise, lodging of any Xxxxxxxx Benefits). If an Automatic Transfer Employee seeks payment of any Xxxxxxxx Benefits in circumstances where the granting or payment of Xxxxxxxx Benefits would require the consent of Buyer or any Designated Employing Entity, Buyer shall not (and similar items will procure any Designated Employing Entity shall not) grant such consent without having first notified Sapphire and given Sapphire a reasonable opportunity to undertake an actuarial calculation of the cost of providing any relevant Xxxxxxxx Benefits to any applicable Automatic Transfer Employee. (g) Buyer shall and shall cause each Designated Employing Entity to adopt and maintain during the Relevant Period severance plans, which are consistent shall provide Severance in an amount equal to and upon the same terms and conditions as applicable to such Transferred Employees as under the Severance Arrangements. Buyer shall reimburse Sellers for any Severance, payment-in-lieu-of-notice, and/or payment with respect to accrued but untaken annual leave, under the Severance Arrangements or as required under the applicable employment contract or applicable Laws, paid by the Retained Entities (and appropriately evidenced to Buyer) to (1) each Automatic Transfer Employee who objects to their transfer to Buyer or a Designated Employing Entity pursuant to the Transfer Regulations for the principal reason that Buyer or the applicable Designated Employing Entity has failed to comply with the Employer’s expense reimbursement policy Section 7.02(a) with respect to such Automatic Transfer Employee; and actually incurred (2) each Offer Employee who (i) is not offered employment by Executive in the promotion Buyer or a Designated Employing Entity within ten 10 Business Days of the Employer’s businessClosing Date; or (ii) is offered employment by Buyer or a Designated Employing Entity, but not in accordance with the requirements of Section 7.01(a); and in either case such Automatic Transfer Employee or Offer Employee does not become employed by Buyer or a Designated Employing Entity and resigns or is lawfully terminated by Seller (or its Subsidiaries) within 14 days of the Closing Date or such longer period as required by applicable Law, and Sapphire shall (or shall cause the applicable Seller or Retained Entity to) pay all other amounts due to such Automatic Transfer Employee or Offer Employee on termination. Sapphire shall or shall cause the applicable Seller or Retained Entity to pay all amounts due, including any Severance payable, with respect to any Offer Employee to whom Buyer or a Designated Employing Entity makes an offer in accordance with the requirements of Section 7.01(a) where such Offer Employee does not become employed by Buyer or a Designated Employing Entity, and any such amounts due shall be an Excluded Liability.

Compensation and Benefits. Subject 2.1 As compensation for his services to the terms and conditions Employer, Employer shall pay to Executive an annual base salary of this Agreement, One Hundred Twenty-Five Thousand Dollars ($125,000) during the Employment Periodfirst 12-month period that this Agreement is in effect, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in equal semimonthly payments or in accordance with the Employer’s normal 's regular payroll practices as are in effect policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time. Beginning on January 1, 2012 and on each anniversary time in the discretion of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Company Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the “Board”), and Salary following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) 2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance based criteria to be established by the Board of Directors of Employer on an annual incentive bonuses basis (each"INCENTIVE BONUS"). 2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the “Incentive Bonus”) from amount, date, place and essential character of the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy. 2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive and his dependents to be paid by Employer (or, if unable due to Executive's location of permanent residence, Employer shall reimburse Executive within thirty up to $1,000 per month for obtaining health insurance coverage on his own). 2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer. 2.6 Executive shall be entitled to vacation (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent three (40%3) weeks per year), holiday and other paid or unpaid leaves of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesBoard. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid time for one year. If he does not take the accrued vacation for each calendar during the next year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive he shall be reimbursed by paid for the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive unused vacation at his Salary rate then in the promotion of the Employer’s businesseffect.

Compensation and Benefits. Subject to In consideration for the terms release of claims set forth in Section 7, the covenants set forth in Sections 8, 9 and conditions 10 and such other promises of Executive as set forth in this Agreement, during Comerica agrees that it shall pay or provide to Executive the Employment following payments and benefits: a. During the Transition Period, while Comerica shall continue to pay Executive is employed by his regular base salary at the Employerrate in effect as of immediately prior to the Succession Date, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices of Comerica applicable to similarly situated executives. b. During the Transition Period, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in which Executive participated immediately prior to the Succession Date, as are such plans may be in effect from time to time. c. Following the Transition Period, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in accordance with Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”) and the terms of the applicable plan. Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Beginning Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan. d. During the Transition Period, Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on January 1or before the Separation Date, 2012 in accordance with the terms of Comerica’s policy. e. During the Transition Period, Executive may continue to use the automobile provided to him by Comerica, which automobile shall be returned to Comerica on or before the Separation Date at a location designated by Comerica. f. Stock options granted to Executive under the 1997 Long-Term Incentive Plan (the “LT Incentive Plan”) shall be governed by the terms of the LT Incentive Plan and on each anniversary the respective grant agreements evidencing the grant of such date, Executive’s rate of Annual Base Salary shall be reviewed by options. g. Comerica will recommend to the Comerica Incorporated Compensation Committee (the “Compensation Committee”) that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Board of Directors Separation Date shall fully vest as of the Company (effective date of any such action by the “Board”)Committee, subject to such other terms and following conditions of the LT Incentive Plan and the grant agreements evidencing the grant of such reviewrestricted stock, the Annual Base Salary may be adjusted upward but in no event will it be decreasedincluding Executive’s obligation to satisfy all tax withholding obligations. (b) h. Subject to Executive’s continued compliance with the covenants set forth in Sections 7, 8 and 9 of this Agreement and Executive’s execution and non-revocation of the General Release attached as Exhibit A hereto, Executive shall be entitled paid a lump payment equal to receive performance based annual incentive bonuses (each$1,057,800.00 on December 31, 2006. i. To the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit extent provided by the Company’s auditorAmended and Restated Bylaws of Comerica, but Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify and hold Executive harmless from and against all liability for actions taken by him within the scope of his responsibilities so long as his conduct in no event later than two and one-half months after the close of each any such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are matter was consistent with the Employer’s expense reimbursement policy and actually incurred by Executive standards contained in the promotion of the Employer’s businesssuch Article V, Section 12.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be five hundred thousand dollars ($500,000) per annum, subject to increase as approved by Parent’s compensation committee (the terms and conditions of this Agreement“Base Salary”), which salary shall be payable by Parent in regular installments in accordance with Parent’s general payroll practices (in effect from time to time). In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate entitled to participate in all of $290,000 Parent and the Company’s vacation, paid holidays, medical and other employee benefit programs for which members of Parent, the Company and their Subsidiaries’ executive management team are generally eligible. Executive shall be entitled to six (the “Annual Base Salary”)6) weeks of paid time off each calendar year, which if not taken during any year may not be carried forward to any subsequent year and no compensation shall be payable in accordance with the Employer’s normal payroll practices lieu thereof, except as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed otherwise required by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedlaw. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , Parent shall be paid to reimburse Executive within thirty (30) days for all reasonable business expenses incurred by Executive in the course of the completion of the annual audit by the Companyperforming his duties and responsibilities under this Agreement which are consistent with Parent’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be policies in effect from time to time with respect to senior executives employed travel, entertainment and other business expenses, subject to Parent’s requirements with respect to reporting and documentation of such expenses, provided that Executive shall be entitled to travel business class on all flights taken by Executive in the Employer course of performing his duties and responsibilities under this Agreement. (c) All expenses or other reimbursements under this Agreement which would be deemed taxable income to the Executive shall be made on as favorable a basis as or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other similarly situated senior executives. taxable year. (d) In addition to the Base Salary, Executive and Executive’s dependents, as the case may be, shall be eligible to participate receive, in all pension respect of each full calendar year, subject to his continued employment through the last day of each calendar year and similar benefit plans at the discretion of Parent’s compensation committee (qualified, non-qualified and supplementalexcept as otherwise provided herein), profit sharinga bonus based on the performance of the Company, 401(kas measured by the Company’s achievement of certain target(s) approved by Parent’s compensation committee (the “Annual Bonus”). During the Employment Period, Executive’s target Annual Bonus shall not be less than sixty percent (60%) of the Base Salary. The amount of the Annual Bonus for the 2016 calendar year shall be determined in accordance with the terms and conditions of the annual incentive plan under which Executive participated immediately prior to the Merger. All amounts payable pursuant to this subsection shall be payable in cash to Executive within fourteen (14) days following completion of the annual accounting audit of Parent and the Company, but in any event no later than the fifteenth (15th) day of the third month following the fiscal year in respect of which such payment is earned or as soon as administratively practicable within the meaning of Code Section 409A (as defined below). (e) As soon as practicable after the consummation of the Merger, Executive shall be granted equity compensation in the form of nonqualified stock options (the “Options”) pursuant to the equity compensation plan to be adopted by Parent (or its successor) in connection with the Merger (the “Equity Plan”), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs to purchase a number of shares of common stock of the Employer, subject Parent (or its successor) equal to 33.3% of the total shares authorized for issuance under the Equity Plan at an exercise price equal to the fair market value of such shares on the grant date. The Options shall be issued pursuant to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by of the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to Equity Plan and the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially of the Options shall be consistent with similar equity-based compensation awards granted to those that apply to other similarly similarly-situated senior executives of Parent; provided, however, that (i) the EmployerOptions shall vest and become exercisable in four equal annual installments beginning on the first anniversary of the date hereof, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging except that the Options shall become fully vested and similar items which are consistent with exercisable (A) if the Employer’s expense reimbursement policy and actually incurred Employment Period is terminated by Parent without Cause or by Executive with Good Reason or (B) upon a “change of control” (as such term is defined in the promotion Equity Plan) and (ii) the scheduled expiration date of the Employer’s businessOptions shall be 10 years from the grant date of the Options.

Compensation and Benefits. Subject As payment for the services to be rendered by the terms and conditions Executive hereunder during the Term of this Agreement, during the Employment Period, while Executive is employed by shall be entitled to the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollowing: (a) Executive shall be compensated receive payment of the Executive’s annual base salary at an annual the rate of $290,000 not less than US$664,198.00 a year (the “Annual Base Salary”), which shall be less deductions required by law, payable in accordance with the Employer’s normal standard payroll practices as are in effect from time to time. Beginning on January 1schedule, 2012 and on each anniversary of such datebut not less frequently than monthly; provided, that commencing with the Company’s 2017 fiscal year, the Executive’s Base Salary may be increased annually (but not decreased without the written consent of the Executive) in the discretion of the Board; (b) a monthly automobile allowance of US$2,750.00 per month payable in accordance with the Employer’s standard payroll schedule, and which shall be subject to customary deductions and withholding; (c) continue to be eligible to participate in any short-term and long-term incentive compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved by the Board that are generally available to the Company’s senior executives and continue to be eligible to receive annual performance cash awards (“Annual Cash Awards”) at the rate of Annual 50% to 150% of Base Salary shall (the “Target Percentage”), and the Executive will be reviewed entitled to a guaranteed 50% annual performance cash award and as much as 150% if certain executive goals (the “Executive Goals”) are reached as identified and approved by the Compensation Committee of the Board (the “Compensation Committee”) ), but not to exceed the maximum award permissible under the applicable long-term incentive plan for such annual award; provided, that, at the option of the Board Compensation Committee, up to 50% of Directors of any Annual Cash Award payable to the Company (the “Board”), and following such review, the Annual Base Salary Executive may be adjusted upward but paid in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days shares of the completion of the annual audit by the Company’s auditor, but common stock (which is in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) addition to any shares of the Annual Base SalaryCompany’s common stock reserved for issuance under the SAExploration Holdings, which Inc. 2016 Long-Term Incentive Bonus shall Plan, as may be determined by specific performance criteria established amended, restated and supplemented from time to time (the “Equity Incentive Plan”)); provided, further, that such Target Percentage will be applied to twelve (12) times the highest paid monthly base salary within the applicable calendar year. Commencing with the Company’s 2017 fiscal year, the Executive Goals will be set by the Compensation Committee. (c) Executive Committee under the applicable long-term incentive plan for such annual award but in any event shall be eligible to participate, subject to not exceed the terms and conditions thereof, in all other incentive plans and programs, including maximum award permissible under such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives.applicable plan; (d) the Executive shall will be entitled to accrue vacation at a rate participate, on the same basis generally as other similarly situated employees of no less than four (4) weeks paid vacation for each calendar yearthe Company, subject to the Employer’s vacation programs and policies in all benefits as may be in effect during offered by the Employment Period.Company from time to time; (e) Executive shall be reimbursed reimbursement of reasonable expenses incurred by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives Executive in accordance with such expense reimbursement policies of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion Company; and (f) paid vacation of the Employer’s businesseight (8) weeks per year.

Compensation and Benefits. Subject to During the terms and conditions Term of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Agreement the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentspay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 3. A. The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly) of not less than Five Hundred Thousand Dollars ($500,000) per annum. The Executive will be eligible for a merit increase on a standard cycle beginning in 2016. B. For the Company’s 2015 fiscal year and each subsequent fiscal year during the Term, the Executive shall participate in the Company’s Annual Incentive Plan (the “AIP”), in effect at the time and approved by the Compensation Committee of the Board (the “Committee”), at a threshold equal to at least fifty percent (50%) of base salary, a target equal to one hundred percent (100%) of base salary and a maximum equal to at least two hundred percent (200%) of base salary; provided, however, notwithstanding the 2015 fiscal year target, the Company shall pay to the Executive or his estate, as applicable, incentive or bonus compensation under the AIP for the 2015 fiscal year of not less than fifty percent (50%) of base salary actually paid (the “prorated incentive”) and the payment of the prorated incentive may be made on or before December 31, 2015 at the Company’s discretion. If the prorated incentive is not paid in 2015 the Company shall pay to the Executive incentive or bonus compensation for the Company’s 2015 fiscal year (including any amount earned above the prorated incentive if the prorated incentive has been paid in 2015) not later than March 15 following the end of the fiscal year; provided, however, if the Executive’s employment and this Employment Agreement is terminated for “Cause” the Executive shall not be entitled to be paid any incentive or bonus compensation. C. For the Company’s 2016 fiscal year and fiscal years thereafter, the Company shall pay, if earned, to the Executive bonus or incentive compensation each fiscal year of the Company, not later than March 15 following the end of each fiscal year. In the event the Executive’s employment is terminated other than for “Cause” or the Executive resigns for “Good Reason” or in the event of Executive’s death or Permanent Disability, the Executive shall be eligible for incentive or bonus compensation, if any, prorated on a per diem basis for partial fiscal years. If the Executive’s employment is terminated for “Cause” the Executive shall not be entitled to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs be paid any incentive or bonus compensation. Executive’s annual incentive or bonus compensation entitlement for each of the Employer, subject fiscal years during the Term generally shall be pursuant to the terms and conditions thereofof the AIP, as in effect from time to time at the time, at the target level approved by the Committee, or in accordance with a formula or other bonus plan established by the Committee for such fiscal year; provided, however, that with respect only to senior executives employed termination of employment by reason of death, permanent disability, or termination of employment other than for “Cause” or resignation for “Good Reason,” and provided that such termination occurs more than six months after the Employer on as favorable beginning of the then current fiscal year, then the Executive (or his beneficiary) shall also be entitled to a basis pro-rated annual bonus based upon the proportion of the fiscal year during which the Executive was actively employed, but payable only if and when the annual bonus would have been paid if no termination had occurred. Other than for the 2015 fiscal year as provided to other similarly situated senior executives. (dfor in Section 3(B) nothing in this Employment Agreement guarantees that the Executive shall be paid incentive or bonus compensation; provided, however, the Executive shall be entitled to accrue participate in the AIP or other incentive compensation plans, if any, if approved by the Committee for the Company’s management employees. D. The Company shall provide to the Executive such health insurance for himself, his spouse and eligible dependents, as offered to the Company’s senior executive officers, and shall provide such other employee welfare benefits such as life and long-term disability as offered to the Company’s senior executive officers. The Company shall provide the Executive with an annual executive physical. E. The Executive shall be entitled to participate in all retirement and other benefit plans, including 401(k) plans, of the Company generally available from time to time to employees of the Company and for which the Executive qualifies under the terms thereof (and nothing in this Employment Agreement shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein). F. The Company shall pay the Executive, each month, a monthly automobile allowance of Twelve Hundred Dollars ($1,200.00) to pay for the costs associated with the Executive’s transportation expenses. G. The Executive shall be entitled to such vacation at a rate with pay during each year of his employment hereunder consistent with the policies of the Company, but in no event less than four (4) weeks in any such calendar year (pro-rated as necessary for partial calendar years during the Term); provided, however, that the vacation days taken do not interfere with the operations of the Company. Such vacation may be taken, in the Executive’s discretion, at such time or times as are not inconsistent with the reasonable business needs of the Company. Unused vacation time shall not be carried over to another year. The Executive shall not be entitled to any compensation in lieu of vacation in the event that the Executive, for whatever reason, including termination of employment, fails to take such vacation during any year of his employment hereunder. The Executive shall also be entitled to all paid vacation for each calendar yearholidays given by the Company to its executive officers. H. The Executive shall be entitled to participate in any equity or other employee benefit plan, including the Company’s Long-Term Incentive Plan (the “Plan”) that is generally available to executive officers. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the Employer’s vacation programs and policies as may be conditions specified in effect during the Employment Period. (e) governing document of the particular plan. Upon execution of this Agreement, the Executive shall be reimbursed awarded, for 2015, a grant pursuant to the Plan. The terms of such awards are set forth in the Award Agreement attached hereto as Appendix A, which award agreement will be issued and signed by the EmployerCompany on March 30, on terms and conditions 2015 with the blanks completed such that are substantially similar to those that apply to other similarly situated executives 45% of the Employeraward will be time based and 55% will be performance based (with 35% based on the three year annual EPS and 20% based on cumulative three year relative total shareholder return) and the value of the award will be $750,000 on the grant date. Thereafter, grants or awards made under any such plan, if any, shall be made at the discretion of the Committee, the Board or such other appropriate committee of the Board, as determined appropriate annually. I. Upon execution of this Agreement the Executive shall awarded a one-time special grant pursuant to the terms of the Plan. The terms of such awards are set forth in the Award Agreement attached hereto as Appendix B, which award agreement will be issued and signed by the Company on March 30, 2015 with the blanks completed such that 50% of the award will be time based and 50% will be performance based (with 35% based on the three year annual EPS and 15% based on cumulative three year relative total shareholder return), the value of the award on the grant date will be $1,000,000 and the time based portion will vest 50% in two years and 50% in three years and the performance based portion will vest in three years. J. The Company shall provide the Executive with the Company’s standard relocation benefits for senior executive offers in connection with the Executive’s relocation to the Warren, Ohio area. If not already provided for pursuant to the Company’s standard relocation benefits for senior executive officers, the Company shall pay up to One Hundred Thousand Dollars ($100,000) for reasonable out-of-pocket expenses relocation costs within 18 months from employment date, including payment or reimbursement for: (i) transportation for entertainmentthe Executive and spouse during the search for permanent housing, (ii) temporary housing for up to 12 months during the transition period, (iii) purchase/sale assistance of residences, including points, closing costs and real estate commissions; and (iv) move of household goods. K. The Company shall reimburse the Executive or provide him with an expense allowance during the term of this Employment Agreement for travel, meals, lodging entertainment and similar items which are consistent other expenses reasonably and necessarily incurred by the Executive in connection with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the EmployerCompany’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) The Executive shall be compensated receive regular compensation (the "Base Salary") at an annual the initial rate of One Hundred Fifty Thousand Dollars ($290,000 (150,000.00) per annum during the “Annual Initial Term. The Base Salary”), which Salary shall be payable in accordance with arrears less the Employer’s normal usual payroll practices deductions at the same times and in the same manner as are salaries paid to other employees of the Company. The Executive shall participate in effect from time any wage increases applicable generally to timesalaried employees of Company. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual The Base Salary prevailing at any time shall be reviewed annually for a possible increase beginning in January 2000. (b) In addition to the Base Salary, the Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") for 1999 based on a formula set forth on Exhibit A hereto. For years thereafter, the Executive shall be entitled to receive Incentive Compensation at such times and in such amounts as may be determined pursuant to the Bonus Plan for Executives of subsidiaries of Bacou USA, Inc., as in effect for the applicable year (the "Company Plan"; a copy of the Company Plan for 1999 is attached to this Agreement as Exhibit B). Executive acknowledges that, by agreeing to participate in the Company Plan for the years 2000 and beyond, he thereby waives any rights to participate in any other incentive compensation plan of the Company. (c) Incentive Compensation shall be paid by Company for each fiscal year within ten (10) days after a decision is made by the Compensation Committee (Board of Directors of Company as to the “Compensation Committee”) amount of such Incentive Compensation, but in any event no later than the earlier of the annual meeting of the Board of Directors of the Company (or February 28 following the “Board”), and following such review, fiscal year for which the Annual Base Salary may be adjusted upward but in no event will it be decreasedIncentive Compensation is paid. (bd) The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for Company at levels to be determined by the Board of Directors of Company in its sole discretion. It is anticipated that contingent upon the closing of the Perfect Fit Glove transaction, you will be granted options to purchase 10,000 shares of the Company's Common Stock pursuant to the Company's 1996 Stock Incentive Plan at the closing price of the stock on that day. (e) The Executive shall be entitled to participate in all savings, thrift, retirement or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and other fringe benefit programs generally available to senior executives of Company in accordance with and subject to the terms and conditions of such programs. (f) In addition, the Executive shall be entitled to receive performance based annual incentive bonuses the following benefits: (eachi) The Executive shall have the use of a company car, subject to the “Incentive Bonus”Automobile Policy of Bacou USA, Inc., a copy of which is attached to this Agreement as Exhibit C. To the extent that you have a leased or owned vehicle in place at the beginning of the Initial Term, we shall pay you the standard amount payable pursuant to the Company's Automobile Policy until such time as the lease expires on such vehicle or you are ready or purchase another vehicle. (ii) from The Executive shall be entitled to vacation pursuant to the Employer Bacou USA, Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for each fiscal year ending during both the Employment PeriodExecutive and Company. Any such Incentive Bonus shall To the extent the Executive does not take all vacation days the remaining days will be carried forward for an unlimited period or be paid to the Executive within thirty at the level of his Base Salary valid for the fiscal year in which vacation days are not taken. (30iii) days When traveling on Company business, the Executive will be provided coach-class airfare on domestic trips; business class airfare will be provided on international trips. (iv) The Executive is authorized to incur reasonable expenses in connection with and for the promotion of the completion business of the annual audit by the Company’s auditor, but in including expenses for meals and lodging (regular hotel room, no event later than two suites), entertainment, and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established similar items as required from time to time by the Compensation CommitteeExecutive's duties. Company shall reimburse the Executive for all such expenses upon the presentation of an account therefor, together with appropriate supporting documentation. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive For all of the service rendered by Employee to Company, Employee shall be compensated receive Base Compensation at an the gross annual rate of One Hundred and Eighty Thousand ($290,000 (the “Annual Base Salary”), which shall be 180,000) payable in installments in accordance with the Employer’s normal Company's regular payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual The Base Salary Compensation shall be reviewed by annually, on or around the Compensation Committee (the “Compensation Committee”) anniversary date of the Board Commencement Date of Directors this Agreement to ascertain, in the sole discretion of the Company (President and the “Chairman of the Board”), and following such review, the Annual amount the Employee's Base Salary may Compensation should be adjusted upward but in increased. In no event will it shall the increase be decreasedless than the greater of five (5) percent of Employee's Base Compensation or the minimum of the percentage increase of the Wage Increase for the metropolitan statistical area of Philadelphia. (b) Executive shall In addition to the foregoing compensation, Employee may be entitled eligible to receive performance based an annual incentive bonuses bonus (eachthe "Annual Bonus") in an amount, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditorif any, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus as shall be determined by specific performance criteria established from time the Board of Directors in its sole discretion. The Annual Bonus, to time the extent earned, shall be payable in a single lump-sum payment within ninety (90) days after the end of each calendar year. No Annual Bonus is guaranteed. To be eligible for an Annual Bonus, Employee must be actively employed by the Compensation CommitteeCompany on the last day of the calendar year for which the Annual Bonus is at issue. (c) Executive shall Employee may be eligible to participate, subject for certain stock options pursuant to the terms terms, conditions and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs restrictions of the EmployerRMH Teleservices, subject Inc. 1996 Stock Incentive Plan and pursuant to the terms and conditions thereof, grant as reflected in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesAttachment "A" hereto. (d) Executive If Employee's employment is terminated by the Company at any time within three months before, or six month after the occurrence of a Change in Control, Employee shall be entitled to accrue vacation at the following severance, in lieu of any other Base Compensation, Annual Bonus, Additional Bonus or any other compensation and benefits provided herein: (i) The Company shall pay as severance pay to Employee, no later than the tenth business day following the termination, a rate lump sum severance payment equal to 100% of no less than four Employee's Base Compensation for seventeen (417) weeks paid vacation for each calendar yearmonths. (ii) For seventeen (17) months after such termination, Employee shall be entitled to all Fringe Benefits described in 6(a) herein, subject to the Employer’s vacation programs terms, conditions and policies restrictions of the specific plans, except for sick time. The Company shall use its best efforts to arrange to provide Employee with group health benefits substantially similar to those which Employee was receiving immediately prior to the termination. Fringe Benefits otherwise receivable by the Employee pursuant to this paragraph (ii) will be reduced to the extent comparable benefits are actually received by Employee during such period. (iii) Employee shall not be required to mitigate the amount of any payment provided for in this Section 5(d) by seeking employment or otherwise. (iv) In the event that any payment or benefit received or to be received by Employee in connection with a Change in Control or the termination of Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company) (collectively the "Total Payments"), would not be deductible (in whole or in part) as may a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), by the Company, an Affiliate or other person making such payment or providing such benefit, the payments or benefits shall be so reduced until no portion of the Total Payments is not deductible. Employee shall be entitled to elect which payments or benefits shall be so reduced. For purposes of this limitation, (1) no portion of the Total Payments the receipt or enjoyment of which Employee shall have effectively waived in effect during writing prior to the Employment Perioddate of payment shall be taken into account, (2) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company's independent auditors and acceptable to Employee does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (3) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280(d)(3) and (4) of the Code. (e) Executive shall be reimbursed by Employee agrees and acknowledges that his employment and the Employerother protections and benefits of this Agreement are full, on terms adequate and conditions that are substantially similar to those that apply to other similarly situated executives sufficient consideration for the restrictions and obligations set forth in Sections 11 and 12 of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessthis Agreement.

Compensation and Benefits. Subject During the Employment Period, the Company shall pay Executive a minimum annual base salary in the amount of $140,000 (the "Annual Base Salary"), payable in accordance with the Company's regular payroll practices. In addition, Executive also shall be eligible for incentive compensation payable each year in such amounts as may be determined by the Compensation Committee of the Board (the "Compensation Committee") based upon, among other factors, growth in Funds from Operations per Common Share (as hereinafter defined) for the year. Executive's Annual Base Salary shall be reviewed annually in accordance with the policy of the Company from time to time and may be subject to upward adjustment based on, among other things, Executive's performance, as determined in the sole discretion of the Compensation Committee. The Company shall have the right to deduct and withhold from all compensation all social security and other federal, state and local taxes and charges which currently are or which hereafter may be required by law to be so deducted and withheld. In addition to the compensation specified above and other benefits provided pursuant to this Paragraph 3, Executive shall be entitled to the following benefits: (a) participation in the Employee Stock Option Plan of Cali Realty Corporation (the "Stock Option Plan") and other benefit plans (including without limitation the Cali Realty Corporation 401(k) Savings and Retirement Plan and any other stock option plans which may be adopted or maintained by the Company) made generally available to executives of the Company with such participation to be consistent with reasonable Company guidelines; (b) participation in any health insurance, disability insurance, group life insurance or other welfare benefit program made generally available to executives of the Company; and (c) reimbursement for reasonable business expenses incurred by Executive in furtherance of the interests of the Company. In addition, Executive shall be entitled to receive such bonuses and options to purchase shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") as the Board shall approve, in its sole discretion, including, without limitation, options and bonuses contingent upon Executive's performance and the achievement of specified financial and operating objectives for Funds from Operations per Common Share. For purposes of this Agreement, "Funds from Operations per Common Share" for any period shall mean (i) net income (loss) before minority interest of unit holders, computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains (or losses) from debt restructuring and sale of property, plus real estate return, depreciation and amortization as calculated in accordance with the National Association of Real Estate Investment Trusts definition published in March 1995, as amended from time to time, and as applied in accordance with the accounting practices and policies of the Company in effect from time to time on a consistent basis to the entire Employment Period, divided by (ii) the sum of (A) the primary weighted average number of outstanding shares of Common Stock as it appears in the Company's financial statement for the applicable period and (B) the primary weighted average number of outstanding limited partnership units of Cali Realty, L.P., a Delaware limited partnership of which the Company is the sole general partner, for the applicable period. As further consideration for Executive agreeing to serve as an officer and entering into this Agreement upon the terms set forth herein, including, without limitation, the terms relating to noncompetition set forth in Paragraph 7 below, the Company shall, concurrently herewith or as soon as practicable after the execution of this Agreement: (a) grant to Executive 6,480 Restricted shares of Common Stock ("Restricted Shares") pursuant to the terms and conditions of this Agreement and the written agreement issued pursuant to this Agreement, evidencing such award executed between the Company and Executive (the "Restricted Share Agreement"). In the event of a conflict between the Restricted Share Agreement and this Agreement, the terms of this Agreement shall control. The Restricted Share Award (as defined in the Restricted Share Agreement) is scheduled to vest over five (5) years with twenty percent (20%) of the Restricted Shares vesting on each of the first anniversary of the date hereof (the "First Anniversary"), the second anniversary of the date hereof (the "Second Anniversary"),the third anniversary of the date hereof (the "Third Anniversary"), the fourth anniversary of the date hereof (the "Fourth Anniversary") and the fifth anniversary of the date hereof (the "Fifth Anniversary"), provided, that certain Performance Goals as defined and set forth in the Restricted Share Agreement are met. Vesting shall be cumulative in accordance with the provisions of the Restricted Share Agreement and the Performance Goals may be achieved as specified therein up until the seventh anniversary of the date hereof. Except as otherwise provided in Paragraph 4 hereof, Executive must be employed by the Company on the applicable anniversary date to vest in the Restricted Shares scheduled to vest in a particular year. The measurement date to determine such vesting shall be the last day of the Company's fiscal year preceding the year in which the applicable anniversary date occurs. In addition, upon vesting of the Restricted Shares on each applicable anniversary date, the Company shall make a cash payment to Executive on that anniversary date in an amount equal to forty percent (40%) of the Fair Market Value (determined as of such anniversary date) of the Restricted Shares that vest on such anniversary date (the "Restricted Share Tax Gross-Up Payment"). (b) loan on a non-recourse basis to Executive $350,000 (the "Stock Acquisition Loan"), with the loan proceeds to be used by Executive simultaneously to purchase newly issued Common Stock from the Company. Interest shall accrue on the Stock Acquisition Loan at the rate of 6.21% per year and shall be payable, on the entire outstanding balance, annually in arrears. The Stock Acquisition Loan is being granted and secured pursuant to the terms and conditions of this Agreement, during and a Secured Non-Recourse Promissory Note and Stock Pledge Agreement evidencing and securing such Loan as executed between the Employment Period, while Executive is employed by Company and Executive. In the Employerevent of a conflict between the aforementioned documents and this Agreement, the Employer terms of this Agreement shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive control. The Stock Acquisition Loan shall be compensated at an annual rate forgiven over a period of $290,000 five (5) years from the “Annual Base Salary”)date hereof, which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee twenty percent (the “Compensation Committee”20%) of the Board of Directors principal and interest on the then outstanding balance of the Company principal to be forgiven on each applicable anniversary date (the “Board”"Forgiven Amount"). In addition, on each applicable anniversary date as the Stock Acquisition Loan and following such reviewinterest accrued thereon is forgiven, in order to enable Executive to meet his tax liability with respect to the forgiveness of the Stock Acquisition Loan, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive Company shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid make a cash payment to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but on that anniversary date in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than an amount equal to forty percent (40%) of the Annual Base Salaryrespective Forgiven Amount (the "Acquisition Loan Tax Gross-Up Payment"). Since the Stock Acquisition Loan will be forgiven over a five (5) year period, which Incentive Bonus shall a total of five (5) Acquisition Loan Tax Gross-Up Payments will be determined by specific performance criteria established from time made to time by Executive over the Compensation Committee. (c) period of forgiveness. No additional payments will be made to Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives any Acquisition Loan Tax Gross-Up Payments made hereunder. Except as otherwise provided in Paragraph 4 hereof, the aforementioned forgiveness of the Stock Acquisition Loan inclusive of interest thereon and respective Acquisition Loan Tax Gross-Up Payment shall only occur if Executive is employed by the Employer Company on as favorable a basis as provided to other similarly situated senior executivesthe applicable anniversary date. Executive and Executive’s dependents, as the case may be, The Stock Acquisition Loan shall be eligible to participate in all pension initially secured by the shares of Common Stock purchased by Executive from the Company with the proceeds of the Stock Acquisition Loan. Beginning on the First Anniversary, the outstanding balance of the Stock Acquisition Loan shall be secured only by shares of Common Stock having a Fair Market Value of one hundred and similar benefit plans ten percent (qualified110%) of the outstanding principal amount of the Stock Acquisition Loan (together with interest accrued thereon). On the First Anniversary, non-qualified and supplementalon each anniversary date, March 31, June 30 and September 30 through the Fifth Anniversary (each such date a "Determination Date"), profit sharing, 401(kthe Company shall reasonably determine the aggregate Fair Market Value of the collateral (the "Market Value") being held. If on such Determination Date the Market Value exceeds one hundred ten percent (110%) of the outstanding balance of the Stock Acquisition Loan (together with interest accrued thereon) on such Determination Date (the "Base Value"), as well as all medical and dentalthe Company shall, disabilityunless otherwise requested by Executive, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs automatically release to Executive such portion of the Employer, subject to collateral the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by aggregate Fair Market Value of which equals the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no Market Value less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives 110% of the EmployerBase Value, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging free and similar items which are consistent with clear of any and all encumbrances under the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessStock Pledge Agreement.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) The Employer shall pay the Executive shall be compensated at an annual a rate of annual base salary of $290,000 (the “Annual Base Salary”), 240,000.00 which shall be payable paid in accordance with the Employer’s standard payroll procedures, which shall be no less frequently than monthly. The Employer shall have the right to increase this salary from time to time in accordance with the salary payment practices of the Employer. The Board shall review the Executive’s salary at least annually and may increase the Executive’s base salary if it determines in its sole discretion that an increase is appropriate. (b) The Executive shall participate in the Employer’s long-term equity incentive program and be eligible for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Company. Any options or similar awards shall be issued to Executive at an exercise price of not less than the stock’s current fair market value as of the date of grant, and the number of shares subject to such grant shall be set forth on the date of grant. The Executive shall continue to be eligible for and participate in a Salary Continuation Agreement as previously entered into and as amended from time to time. (c) The Executive shall participate in all retirement, health, welfare insurance and other benefit plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer. The Employer shall require and pay the cost of an annual physical for the Executive, and the Executive hereby authorizes the examining physician and other relevant persons and entities to release the results of that annual physical to the Employer (and the Executive will execute one or more separate release authorizations if and as requested by the Employer). (d) The Employer shall reimburse the Executive for reasonable travel and other expenses, including cell phone expenses related to the Executive’s duties, which are incurred and accounted for in accordance with the normal payroll practices of the Employer. The Employer shall reimburse the Executive for such expenses within sixty days of Executive’s notice to Employer of such expense. (e) The Employer shall provide the Executive with annual paid time off, which includes sick leave, in accordance with the Employer’s benefit policy as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary which shall be reviewed taken in accordance with any banking rules or regulations governing paid time off leave. Except as allowed in accordance with the Employer’s benefit policy, paid time off days may not be carried forward into following calendar years, and any payments made by the Compensation Committee (Employer to the “Compensation Committee”) of Executive as compensation for paid time off days shall be paid in accordance with the Board of Directors of the Company (the “Board”)Employer’s standard payroll procedures, and following such review, the Annual Base Salary may which shall be adjusted upward but in no event will it be decreasedless frequently than monthly. (bf) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) The Executive shall be eligible to participatereceive cash bonuses based on the Executive’s achievement of specified goals and criteria. These goals and criteria may include both annual and long-term goals, subject to the terms may provide for vesting over a specified time period, and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may shall be in effect from time to time with respect to senior executives employed established annually by the Employer on as favorable Human Resources Committee of the Board of Directors. Unless otherwise set forth in a basis as provided bonus plan that complies with Section 409A, any bonus payment made pursuant to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, this Section 3(f) shall be eligible to participate made in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs a lump sum not later than March 15 of the Employer, subject to year after the terms and conditions thereof, as in effect from time to time with respect to senior executives employed end of the year for which the bonus was earned by the Employer on as favorable a basis as provided to other similarly situated senior executivesExecutive. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during 2.1 During the Employment Period, while Executive is employed by the Employer, the Employer Employee shall compensate Executive for Executive’s services as follows for periods following the Effective Date: receive a base salary (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”)) of One Hundred and Seventy-Five Thousand Dollars ($175,000) per annum, which shall be less all required deductions, including but not limited to federal withholding, social security and other taxes, and payable in accordance with bi-weekly on the EmployerCompany’s normal regular payroll practices as are in effect from time to timeschedule. Beginning on January 1In the future, 2012 and on after each anniversary of such datedate during the Employment Period hereof, ExecutiveEmployee’s rate of Annual Base Salary salary shall be reviewed by the Board or the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), thereof and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be increased as determined by specific performance criteria established from time to time by the Compensation CommitteeBoard. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. During the Term (and each mutual extension thereof), the Base Salary (as increased from time to time) shall not be reduced. 2.2 During the Employment Period, the Employee shall receive grants of shares of common stock of the Company based on the attainment of the following objectives: 25,000 shares when Eagle Broadband, Inc. stock reaches $3.00 per share (c) Executive adjusted for stock splits, stock dividends or other recapitalizations). 25,000 shares when Eagle Broadband, Inc. records a profitable quarter. 2.3 During the Employment Period, the Employee shall be entitled to participate in incentive, savings, and retirement plans, and other standard benefit plans afforded to executive-level employees of the Company, including, without limitation, all medical, dental, disability, group life, accidental death, D&O indemnity, and travel accident insurance plans and other programs of the Company, to the extent Employee is otherwise eligible under the terms and conditions of the applicable plan or policy, and as such plans or policies may be from time to participatetime be amended, modified or terminated by the Company without prior notice. Dependents of Employee may participate in such plans to the extent allowed for other dependents of executive level employees of the Company as allowed by the applicable plan. This Agreement shall not be construed to limit in any respect the Company’s right to establish, amend, modify, or terminate any benefit plan or policy. Furthermore, the Company shall not by reason of this Article 2 be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any incentive compensation, employee benefit, or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. 2.4 During the Employment Period, the Company shall pay or reimburse Employee for all actual, reasonable, and customary expenses incurred by Employee in the course of his employment, including business-related travel expenses, subject to the terms of and conditions thereofEmployee’s compliance with the Company’s Expense Policy, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect amended from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurancetime, and any other similar welfare benefit plans and programs of the Employer, subject applicable Company policies related to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesbusiness expenses. (d) Executive 2.5 During the Employment Period, the Employee shall be entitled to accrue vacation at a rate four weeks of no less than four (4) weeks paid vacation for each vacation, fully paid, per calendar year. Any unused vacation can be carried over each year and will be paid as compensation upon termination of employment. 2.6 The Company may withhold from any compensation, subject to the Employer’s vacation programs and policies benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be in effect during the Employment Periodrequired pursuant to any law or governmental regulation or ruling. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 452,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty fifty percent (4050%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) The Employer shall secure, at its sole expense, for the benefit of Executive and his beneficiaries, life insurance covering the life of Executive with an aggregate death benefit equal to $1,000,000.00. Such life insurance may be provided pursuant to a group term life insurance plan maintained by the Employer for the benefit of its employees generally, pursuant to an individual life insurance policy covering the life of Executive, or a combination thereof. Executive shall have sole discretion to designate the beneficiaries of such life insurance. Any such policies provided pursuant to this subsection shall provide for the portability of such policies in the event of Executive’s termination of employment. (d) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (de) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (ef) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Following the occurrence of a Triggering Event, the Company will provide the following compensation and benefits to Executive: i. The Company will pay Executive a lump sum payment equal to the product of twelve (12) times Executive’s Base Monthly Salary (excluding incentives, bonuses, and other compensation), plus the average of the annual amounts paid to Executive under any cash-based incentive or bonus plan in which Executive participates with respect to the last three (3) full fiscal years of Executive’s participation in such plan prior to the date of termination of Executive’s employment with the Company (or, if Executive’s number of full fiscal years of participation in any such plan prior to the date of termination of Executive’s employment is less than three (3), the average of the annual amounts paid to Executive over the number of full fiscal years of Executive’s participation in such plan prior the date of termination of Executive’s employment). Subject to Section 2(c) below, such payment shall be made within forty-five (45) days after Executive’s termination date. ii. The Company will reimburse Executive for the terms and conditions cost of this Agreement, the premiums for COBRA group health continuation coverage under the Company’s group health plan paid by Executive for coverage during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for period beginning following Executive’s services as follows termination date and ending on the earlier of either: (A) first anniversary of Executive’s termination date; or (B) the date on which Executive becomes eligible for periods following other group health coverage, provided that no reimbursement shall be paid unless and until Executive submits proof of payment acceptable to the Effective Date: (a) Company within 90 days after Executive incurs such expense. Any reimbursements of the COBRA premium that are taxable to the Executive shall be compensated at an annual rate of $290,000 (made on or before the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) last day of the Board of Directors year following the year in which the COBRA premium was incurred, the amount of the Company (COBRA premium eligible for reimbursement during one year shall not affect the “Board”)amount of COBRA premium eligible for reimbursement in any other year, and following such review, the Annual Base Salary may right to reimbursement shall not be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesliquidation or exchange for another benefit. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject In consideration for the release of claims set forth in Paragraph 6, the covenants set forth in Paragraphs 7, 8, 9, 10 and 11 and such other promises of Executive as set forth in this Agreement, Comerica agrees that it shall pay or provide to Executive the following payments, benefits and/or other consideration: a. Prior to the terms and conditions Separation Date, so long as Executive continues to be employed by Comerica, Comerica shall continue to pay Executive’s regular base salary at the rate in effect as of immediately prior to the delivery of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices of Comerica applicable to similarly situated executives. b. Prior to the Separation Date, so long as are Executive continues to be employed by Comerica, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in which Executive participated immediately prior to the delivery of this Agreement, as such plans may be in effect from time to time. c. Following the Separation Date, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in Restrictive Covenants and General Release Agreement 2 of 21 accordance with Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the terms of the applicable plan. Executive must elect COBRA and complete all COBRA documentation within sixty (60) days from the Separation Date for coverage to take effect. Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Beginning Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan. d. Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on January 1or before the Separation Date, 2012 in accordance with the terms of Comerica’s policy in effect as of the Separation Date. e. Executive shall receive a lump-sum payment for all accrued but unused Paid Time Off (PTO) days that are paid upon termination of employment in accordance with the established policies of Comerica. This lump sum payment shall be subject to all applicable taxes, FICA, and on each anniversary other withholdings and deductions required by law. f. Executive will receive, pursuant to the terms of the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (“DCP”) Restrictive Covenants and General Release Agreement 3 of 21 and the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (“DIAP”), distributions from Executive’s accounts, if any, under those plans, payable in accordance with Executive’s prior elections, the terms of the DCP and the DIAP, and applicable laws including, but not limited to, Section 409A of the Code. Such distributions will be subject to all applicable taxes, FICA and other withholding and deductions required by law and will be made pursuant to the distribution schedule followed under the administrative procedures of the DCP and the DIAP, and applicable laws including, but not limited to, Section 409A of the Code. g. Stock options and/or performance-based restricted stock units granted to Executive under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (the “LT Incentive Plan”) shall be governed by the terms of the LT Incentive Plan and the respective grant agreements evidencing the grant of such dateoptions and/or restricted stock units. h. Prior to the Separation Date, Executive’s rate Executive received any and all applicable incentive payments to which he is entitled pursuant to the Comerica Incorporated 2016 Management Incentive Plan or its successor plan ("MIP"), including, without limitation, incentive payments payable in the year 2018 based on the attainment of Annual Base Salary shall be reviewed performance goals established by the Governance, Compensation and Nominating Committee under the MIP with respect to the one-year Annual Executive Incentive program and the three-year Long-Term Executive Incentive program, each with performance periods ending Restrictive Covenants and General Release Agreement 4 of 21 December 31, 2017. The amount of the payment(s), if any, was/were made pursuant to the applicable funding formula and other criteria established by the Governance, Compensation and Nominating Committee, in accordance with the terms of the MIP, and is/are subject to all applicable taxes, FICA and other withholdings and deductions required by law. Executive is not eligible for any additional incentive payment (prorated or otherwise) under the MIP, including, without limitation, any such incentive payment for performance periods ending December 31, 2018 or thereafter. i. At the meeting of the Comerica Incorporated Governance, Compensation and Nominating Committee (the “Compensation Committee”) held on February 27, 2018, Comerica recommended or will recommend to the Committee that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Board of Directors Separation Date shall fully vest as of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participateSeparation Date, subject to the execution and delivery by Executive of this Agreement at least eight (8) calendar days prior to the Separation Date and Executive’s non-revocation of this Agreement and subject to such other terms and conditions thereof, in all other incentive plans of the LT Incentive Plan and programsthe grant agreements evidencing the grant of such restricted stock, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time Executive’s obligation to time with respect to senior executives employed satisfy all tax withholding obligations. j. To the extent provided by the Employer on as favorable a basis as provided Amended and Restated Bylaws of Comerica Incorporated, Article V, Section 12, Comerica agrees to other similarly situated senior executives. defend, indemnify and hold Executive harmless from and against all liability for actions taken by Executive within the scope of Executive’s dependents, responsibilities so long as the case may be, shall be eligible to participate Restrictive Covenants and General Release Agreement 5 of 21 Executive’s conduct in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are any such matter was consistent with the Employer’s expense reimbursement policy and actually incurred by Executive standards contained in the promotion of the Employer’s businesssuch Article V, Section12.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive My base salary shall be compensated at an the annual rate of $290,000 (the “Annual Base Salary”), which 225,000 per year. Such compensation shall be payable in accordance with the EmployerCompany’s normal standard payroll practices policy. (b) I shall be entitled to participate in such employee benefit plans and to receive such other fringe benefits as are customarily afforded Company employees in effect similar positions with the same tenure. I understand that these employee benefit plans and fringe benefits may be amended, enlarged, diminished or terminated by the Company from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary . (c) I shall be reviewed entitled to three (3) weeks paid vacation per calendar year, such vacation to extend for such periods and to be taken at such intervals as may be approved by the Board of Directors of the Company. (d) I shall be eligible to receive a bonus in the form of a stock option or grant of restricted stock under the Company’s 2006 Stock Plan (or under other stock option or restricted stock plans yet to be established by the company) for each calendar year based on my achievement of performance goals reasonably established and communicated to me in writing by the Board of Directors of the Company or the Compensation Committee (of the “Compensation Committee”) Board of Directors or recorded in the minutes of meetings of the Board of Directors of the Company (or the “Board”)Compensation Committee of the Board of Directors. The amount of such potential bonus and the determination of whether I have achieved such performance goals shall be made in the sole but reasonable discretion of the Board of Directors or the Compensation Committee. The performance goals for my 2006 bonus shall be established by the Board of Directors or the Compensation Committee within ninety days after the date of this Agreement, and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive performance goals for subsequent calendar years shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Periodestablished on or before January 31 of such calendar year. Any such Incentive Bonus options shall be paid to Executive within thirty vest ratably over a four-year period from the date of grant, with twenty-five percent (3025%) days of such shares vesting on the one-year anniversary of the completion date of grant, with the annual audit balance vesting over the remaining thirty-six months, so long as I remain employed by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. (a) Subject to the terms of this Agreement, as base compensation for Employee's services, the Company shall pay Employee from the Effective Time until March 31, 2001, the same base salary that Employee is currently receiving as of the date of execution of this Agreement (the "Initial Base Salary") payable monthly; from April 1, 2001, for the balance of the term of this Agreement, the Company shall pay Employee a base salary at a rate of 70% of the Initial Base Salary, payable monthly; it being agreed, however, that Employee's salary shall be subject to all withholdings pursuant to applicable law or regulation. Employee's base salary shall be payable to Employee on the regularly reoccurring pay period established by the Company, but in no event in less than bi-weekly installments. (b) In addition to the base salary provided in subsection (a) above, (i) for the fiscal year ending March 31, 2001, Employee shall receive an incentive bonus payable in accordance with the terms of the Company's Share the Success Plan, as in effect on the date of this Agreement; and (ii) for each fiscal year beginning on and after April 1, 2001, Employee shall receive an incentive bonus to be based, calculated and declared by the Board as it may in its discretion determine; provided, however, that the maximum bonus that may be paid pursuant to subsection (b)(ii) above shall be 30% of the base salary for the applicable bonus period. Any bonus paid hereunder shall be subject to all withholdings pursuant to applicable law or regulation. (c) Employee hereby acknowledges that Employee may be required to work beyond standard working hours in order to perform his duties hereunder. Employee shall not be entitled to compensation for overtime or extra hours worked in performance of his duties hereunder except as required by law. (d) In addition to the compensation described in this Agreement, Employee shall be entitled to reimbursement by the Company for all actual, reasonable and direct expenses incurred by him in the performance of his duties hereunder, provided such expenses are properly characterized as being business expenses, and further provided that such expenses were incurred only in accordance with the policies and procedures established by the Company from time to time. Employee shall provide the Company with written documentation of such expenses in form complying with the records required of the Company by the Internal Revenue Service and appropriate state authorities for tax deductibility purposes in such cases, and reimbursement for each item of approved expense shall be made within a reasonable time after receipt by Company of the written documentation thereof. (e) Employee shall have the right to participate in any and all employee benefit programs established or maintained by the Company from time to time, in accordance with the terms and conditions of this Agreementsuch employee benefit programs, during the Employment Periodincluding, while Executive is employed by the Employerwithout limitation, the Employer shall compensate Executive for Executive’s services such medical or dental plans as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive Company. To the extent Employee participates in such programs, Employee shall be eligible to participate, subject to the terms and conditions thereofset forth therein. In no event shall the level of benefits be decreased, except when such benefits are decreased for all executive officers of the Company on the same basis. Benefits shall include the following: (i) Participation in all other incentive plans and programsthe Company's health, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentshospitalization, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dentaldental insurance programs for Employee, disability, group and executive life, accidental death and travel accident insurancehis spouse, and other similar welfare benefit plans and programs of the Employerlegal dependents, subject to the terms and conditions thereof, as in effect from time to time accordance with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesapplicable laws. (dii) Executive shall be entitled Participation in any Company retirement and/or pension program in which any of the Company's executive officers participate. (iii) Long term and short term disability insurance at levels applicable to accrue vacation at a rate of no less than four the Company's executive officers, fully paid by the Company. (iv) Four (4) weeks annual paid vacation for each calendar yearvacation, subject plus such paid time off and holidays as are provided to the Employer’s vacation programs all executive and policies as may be in effect during the Employment Periodmanagement personnel. (ev) Executive All membership dues, initiation fees, and other dues and fees in connection with Employee's membership in the Kalamazoo Country Club and the Beacon Club. In addition, the Company shall reimburse Employee for all reasonable entertainment expenses and costs Employee incurs for the benefit of the Company in connection with such memberships, in accordance with the Company's policies and practices. (vi) Life insurance in the amount two million dollars ($2,000,000); the beneficiary of such insurance shall be reimbursed designated by Employee. (vii) Participation in the Company's Share the Success Plan through March 31, 2001, and thereafter in any incentive bonus program made available by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive Company. (viii) Participation in the promotion Company's non-qualified Salary-Reduction Deferred Compensation Plan; provided that the annual Company contribution made on Employee's behalf shall not be less than the contribution made on Employee's behalf for the fiscal year ended March 31, 2000. (ix) All membership dues in one airline club. (x) An automobile allowance of the Employer’s businessone thousand dollars ($1,000) per month.

Compensation and Benefits. Subject (a) As compensation for services to the terms and conditions of be rendered pursuant to this Agreement, the Company agrees to pay the Executive, during the Employment PeriodTerm, while Executive is employed by an annual base salary of not less than the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following base salary in effect immediately prior to the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 Date (the “Annual Base Salary”), which shall be payable in accordance with its regular payroll practices. The Executive’s Base Salary hereunder shall be reviewed as of July 31, 2004 and at least annually thereafter during the EmployerTerm of the Agreement for increase in the discretion of the Board of Directors or the Compensation Committee of the Board of Directors, after consultation with the Company’s normal payroll practices Chief Executive Officer. Base Salary, as are adjusted, shall be considered the new Base Salary for all purposes of this Agreement. (b) The Company agrees that the Executive shall be eligible for an annual performance bonus from the Company with respect to each fiscal year of the Company that ends during the Term, pursuant to the Company’s management incentive bonus program in effect from time to time. Beginning on January 1, 2012 and on each anniversary The amount of any such date, Executive’s rate of Annual Base Salary bonus shall be reviewed determined by the Board of Directors or the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”)in its discretion, and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by consistent with the Company’s auditorperformance, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) contribution to the Company’s performance and the provisions of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeeany applicable incentive bonus program. (c) Executive shall be eligible The Company agrees to participate, subject grant to the terms Executive during the Term, at the time of its usual annual, or semi-annual, grant to employees for the applicable year, such options to purchase shares of the Company’s common stock as the Board of Directors or the Compensation Committee of the Board of Directors shall determine. In the event of the consummation of a Change in Control (as defined in Section 14) of the Company, all stock options and conditions thereof, in stock awards (and similar equity rights) previously granted shall immediately vest and remain fully exercisable through their original term with all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed rights. (d) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Employer on Executive during the Term in the performance of services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as favorable a basis as provided to other similarly situated senior executives. it reasonably may require. (e) During the Term, the Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension qualified and similar benefit plans (qualified, non-qualified savings and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insuranceretirement plans, and all other similar welfare compensation and benefit plans and programs programs, including welfare and fringe benefit programs, that are generally available to other senior executives of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesCompany. (df) During the Term, the Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks eligible for paid vacation for each of four weeks per calendar year, subject to year taken in accordance with the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives policy of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be three hundred and fifty thousand dollars ($350,000) per annum, subject to increase as approved by Parent’s compensation committee (the terms and conditions of this Agreement“Base Salary”), which salary shall be payable by Parent in regular installments in accordance with Parent’s general payroll practices (in effect from time to time). In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate entitled to participate in all of $290,000 Parent’s and the Company’s vacation, paid holidays, medical and other employee benefit programs for which members of Parent, the Company and their Subsidiaries’ executive management team are generally eligible. Executive shall be entitled to six (the “Annual Base Salary”)6) weeks of paid time off each calendar year, which if not taken during any year may not be carried forward to any subsequent year and no compensation shall be payable in accordance with the Employer’s normal payroll practices lieu thereof, except as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed otherwise required by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedlaw. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , Parent shall be paid to reimburse Executive within thirty (30) days for all reasonable business expenses incurred by Executive in the course of the completion of the annual audit by the Companyperforming his duties and responsibilities under this Agreement which are consistent with Parent’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be policies in effect from time to time with respect to senior executives employed travel, entertainment and other business expenses, subject to Parent’s requirements with respect to reporting and documentation of such expenses, provided that Executive shall be entitled to travel business class on all flights taken by Executive in the Employer course of performing his duties and responsibilities under this Agreement. (c) All expenses or other reimbursements under this Agreement which would be deemed taxable income to the Executive shall be made on as favorable a basis as or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other similarly situated senior executives. taxable year. (d) In addition to the Base Salary, Executive and Executive’s dependents, as the case may be, shall be eligible to participate receive, in all pension respect of each full calendar year, subject to his continued employment through the last day of each calendar year and similar benefit plans at the discretion of Parent’s compensation committee, (qualified, non-qualified and supplementalexcept as otherwise provided herein), profit sharinga bonus based on the performance of the Company, 401(kas measured by the Company’s achievement of certain target(s) approved by Parent’s compensation committee (the “Annual Bonus”). During the Employment Period, Executive’s target Annual Bonus shall not be less than thirty-five percent (35%) of the Base Salary. The amount of the Annual Bonus for the 2016 calendar year shall be determined in accordance with the terms and conditions of the annual incentive plan under which Executive participated immediately prior to the Merger. All amounts payable pursuant to this subsection shall be payable in cash to Executive within fourteen (14) days following completion of the annual accounting audit of Parent and the Company, but in any event no later than the fifteenth (15th) day of the third month following the fiscal year in respect of which such payment is earned or as soon as administratively practicable within the meaning of Code Section 409A (as defined below). (e) As soon as practicable after the consummation of the Merger, Executive shall be granted equity compensation in the form of nonqualified stock options (the “Options”) pursuant to the equity compensation plan to be adopted by Parent (or its successor) in connection with the Merger (the “Equity Plan”), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs to purchase a number of shares of common stock of the Employer, subject Parent (or its successor) equal to 12% of the total shares authorized for issuance under the Equity Plan at an exercise price equal to the fair market value of such shares on the grant date. The Options shall be issued pursuant to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by of the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to Equity Plan and the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially of the Options shall be consistent with similar equity-based compensation awards granted to those that apply to other similarly similarly-situated senior executives of Parent; provided, however, that (i) the EmployerOptions shall vest and become exercisable in four equal annual installments beginning on the first anniversary of the date hereof, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging except that the Options shall become fully vested and similar items which are consistent with exercisable (A) if the Employer’s expense reimbursement policy and actually incurred Employment Period is terminated by Parent without Cause or by Executive with Good Reason or (B) upon a “change of control” (as such term is defined in the promotion Equity Plan) and (ii) the scheduled expiration date of the Employer’s businessOptions shall be 10 years from the grant date of the Options.

Compensation and Benefits. Following the occurrence of a Triggering Event, and provided that the requirements of Section 2(a) are fulfilled, the Company will provide the following compensation and benefits to Executive: i. Subject to Section 8(b), no later than 30 days following the terms and conditions occurrence of this Agreementa Triggering Event, the Company will pay Executive a lump sum payment equal to (A) the aggregate amount of Base Salary that would have been payable to Executive during the Employment Periodperiod beginning on the termination date and ending on March 31, while 2013, had Executive is employed by remained in the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors employ of the Company (the “Board”)during such period, and following such review, (B) an amount equal to the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, average of the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be actual amounts paid to Executive within thirty as an Annual Bonus ii. and under any other Company-sponsored cash-based incentive or other bonus plan in which Executive participates with respect to the last three (303) days fiscal years of Executive’s participation in such plan prior to the date of termination of Executive’s employment with the Company (but in the event Executive’s employment terminates prior to the completion of the annual audit by the Company’s auditor, but first fiscal year in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be is eligible to participate in all pension and similar benefit plans (qualifiedPDI’s annual bonus plan, non-qualified and supplementalthen this Section 2(b)(i) will be calculated by reference to Executive’s Annual Bonus target amount instead of the actual amount paid to Executive as an Annual Bonus), profit sharingmultiplied by the number of full and partial years remaining in the Term, 401(k)had Executive remained in the employ of the Company at any specified time after December 31 of the year for which such bonus relates. For the avoidance of doubt, as well as all medical and dentalBase Salary shall exclude incentives, disability, group and executive life, accidental death and travel accident insurance, bonuses and other similar welfare benefit plans and programs compensation. iii. The Company will reimburse Executive for the cost of the Employerpremiums for COBRA group health continuation coverage under the Company’s group health plan paid by Executive for coverage during the period beginning following Executive’s termination date and ending on the earlier of either: (A) March 31, subject 2013; or (B) the date on which Executive becomes eligible for other group health coverage, provided that no reimbursement shall be paid unless and until Executive submits proof of payment acceptable to the terms and conditions thereof, as in effect from time Company within 30 days after Executive incurs such expense. Any reimbursements of the COBRA premium that are taxable to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to made on or before the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives last day of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items year following the year in which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessCOBRA premium was incurred.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be three hundred and fifty thousand dollars ($350,000) per annum, subject to increase as approved by Parent’s compensation committee (the terms and conditions of this Agreement“Base Salary”), which salary shall be payable by Parent in regular installments in accordance with Parent’s general payroll practices (in effect from time to time). In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate entitled to participate in all of $290,000 Parent’s and the Company’s vacation, paid holidays, medical and other employee benefit programs for which members of Parent, the Company and their Subsidiaries’ executive management team are generally eligible. Executive shall be entitled to six (the “Annual Base Salary”)6) weeks of paid time off each calendar year, which if not taken during any year may not be carried forward to any subsequent year and no compensation shall be payable in accordance with the Employer’s normal payroll practices lieu thereof, except as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed otherwise required by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedlaw. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , Parent shall be paid to reimburse Executive within thirty (30) days for all reasonable business expenses incurred by Executive in the course of the completion of the annual audit by the Companyperforming his duties and responsibilities under this Agreement which are consistent with Parent’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be policies in effect from time to time with respect to senior executives employed travel, entertainment and other business expenses, subject to Parent’s requirements with respect to reporting and documentation of such expenses, provided that Executive shall be entitled to travel business class on all flights taken by Executive in the Employer course of performing his duties and responsibilities under this Agreement. (c) All expenses or other reimbursements under this Agreement which would be deemed taxable income to the Executive shall be made on as favorable a basis as or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other similarly situated senior executives. taxable year. (d) In addition to the Base Salary, Executive and Executive’s dependents, as the case may be, shall be eligible to participate receive, in all pension respect of each full calendar year, subject to his continued employment through the last day of each calendar year and similar benefit plans at the discretion of Parent’s compensation committee (qualified, non-qualified and supplementalexcept as otherwise provided herein), profit sharinga bonus based on the performance of the Company, 401(kas measured by the Company’s achievement of certain target(s) approved by Parent’s compensation committee (the “Annual Bonus”). During the Employment Period, Executive’s target Annual Bonus shall not be less than thirty-five percent (35%) of the Base Salary. The amount of the Annual Bonus for the 2016 calendar year shall be determined in accordance with the terms and conditions of the annual incentive plan under which Executive participated immediately prior to the Merger. All amounts payable pursuant to this subsection shall be payable in cash to Executive within fourteen (14) days following completion of the annual accounting audit of Parent and the Company, but in any event no later than the fifteenth (15th) day of the third month following the fiscal year in respect of which such payment is earned or as soon as administratively practicable within the meaning of Code Section 409A (as defined below). (e) As soon as practicable after the consummation of the Merger, Executive shall be granted equity compensation in the form of nonqualified stock options (the “Options”) pursuant to the equity compensation plan to be adopted by Parent (or its successor) in connection with the Merger (the “Equity Plan”), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs to purchase a number of shares of common stock of the Employer, subject Parent (or its successor) equal to 12% of the total shares authorized for issuance under the Equity Plan at an exercise price equal to the fair market value of such shares on the grant date. The Options shall be issued pursuant to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by of the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to Equity Plan and the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially of the Options shall be consistent with similar equity-based compensation awards granted to those that apply to other similarly similarly-situated senior executives of Parent; provided, however, that (i) the EmployerOptions shall vest and become exercisable in four equal annual installments beginning on the first anniversary of the date hereof, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging except that the Options shall become fully vested and similar items which are consistent with exercisable (A) if the Employer’s expense reimbursement policy and actually incurred Employment Period is terminated by Parent without Cause or by Executive with Good Reason or (B) upon a “change of control” (as such term is defined in the promotion Equity Plan) and (ii) the scheduled expiration date of the Employer’s businessOptions shall be 10 years from the grant date of the Options.

Compensation and Benefits. Subject As payment for the services to be rendered by the terms and conditions Executive hereunder during the Term of this Agreement, during the Employment Period, while Executive is employed by shall be entitled to receive the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollowing: (a) Executive shall be compensated at an annual base salary at the rate of $290,000 489,000.00 a year (the “Annual Base Salary”), which shall be less deductions required by law, payable in accordance with the Employer’s normal standard payroll practices as are schedule; (b) a monthly automobile allowance of $2,750.00 per month payable in effect from time accordance with the Employer’s standard payroll schedule, and which shall be subject to time. Beginning on January 1customary deductions and withholding; and (c) participation in the Company’s 2013 Long Term Incentive Plan, 2012 and on each anniversary of such date, Executive’s including performance cash awards at the rate of Annual Base Salary shall 50% to 150% (the “Target Percentage”). Executive will be reviewed entitled to a guaranteed 50% annual performance cash award and as much as 150% if certain executive goals are reached as identified and approved by the Company’s Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “BoardExecutive Goals”), but not to exceed the maximum award permissible under the 2013 Long Term Incentive Plan. The Target Percentage will be applied to twelve (12) times the highest paid monthly base salary within the calendar year. The Executive Goals for years 2013 and following such review, the Annual Base Salary may 2014 will be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit set by the Company’s auditorCompensation Committee under the 2013 Long Term Incentive Plan, and are anticipated to be consistent with the EBITDA or other goals established in the merger transaction with Trio Merger Corp. After 2014 the Executive Goals related to EBITDA may be increased by the Company’s Compensation Committee no more than 25% per year (which shall be adjusted proportionately in connection with any merger or acquisition) and the Executive Goals as related to the Performance Criteria set forth more fully in the 2013 Long Term Incentive Plan, including, but not limited to Quality, Health, Safety and Environmental (“QHSE”) objectives which will be set at the Oil & Gas Producers (“OGP”) level for each performance cash award year, but in no any event later than two and one-half months after shall not exceed the close of each such fiscal year. Executive’s target maximum award permissible under the 2013 Long Term Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesPlan. (d) Executive shall will be entitled to accrue vacation at a rate participate, on the same basis generally as other similarly situated employees of no less than four (4) weeks paid vacation for each calendar yearthe Company, subject to the Employer’s vacation programs and policies in all benefits as may be in effect during offered by the Employment Period.Company from time to time; (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives reimbursement of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion accordance with such expense reimbursement policies of the Employer’s businessCompany; (f) Executive will be entitled to a guaranteed 5% annual salary increase and as much as a 15% salary increase if the EBITDA objectives of the Executive Goals are reached or exceeded; (g) Paid vacation of eight (8) weeks per year; and (h) Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, governmental regulation or stock exchange listing requirement or policy of the Company adopted to comply with any such law, regulation, or listing requirement, will be subject to such deductions and requirements for repayment (“Clawback”) as may be required to be made pursuant to such law, governmental regulation, stock exchange listing requirement, or policy.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive Executive’s base salary shall be compensated at an annual three hundred ten thousand dollars ($310,000) per annum or such higher rate of $290,000 for 2014 and subsequent years as the Board may determine from time to time (as adjusted from time to time, the “Annual Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the EmployerCompany’s normal general payroll practices as are in effect from time to time. Beginning During the period beginning on January 1the Start Date of this Agreement and ending December 31, 2012 and on each anniversary of such date2013, Executive’s rate of Annual the Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedpro-rated on an annualized basis. (b) Executive shall be entitled to receive performance based participate in the Company’s employee benefit programs for which senior executive employees of the Company are generally eligible, and the Company shall also provide Executive the following benefits: (i) Health insurance and dental insurance, each for Executive and any eligible spouse and dependents; (ii) Disability and life insurance benefits; (iii) Executive will accrue twenty days of paid time off each year, to be used in accordance with the Company’s general PTO policy. Unused paid time off is paid upon separation from employment; and (iv) Participation in the Company’s 401(k) plan. (c) The Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (d) In addition to the Base Salary the Executive shall be eligible for an annual incentive bonuses bonus (each, the “Incentive Bonus”) as follows: (i) The CEO and Compensation Committee of the Board and Executive shall establish annual performance goals with a target Bonus amount of 40% of Executive’s then current Base Salary upon achievement of such goals, and the potential for a higher Bonus (up to 50% of Executive’s then current Base Salary) based upon exceeding such goals, or a lower Bonus based on a defined shortfall from such goals. Such goals and Bonus for calendar year 2013 shall be consistent with the bonus plan adopted by the Board and provided in writing to Executive and pro-rated for the period from the Employer Start Date through December 31, 2013. The goals for each fiscal year ending during the Employment Period. Any such Incentive Bonus subsequent calendar years shall be paid to Executive established by the Board within thirty sixty (3060) days after the commencement of the completion calendar year. (ii) Payment of the annual audit by the Company’s auditorBonus, but in if earned, shall be made no event later than two and one-half months after the close end of each such fiscal the calendar year during which the applicable performance criteria were achieved and shall be pro-rated if Executive is employed by the Company for less than the full calendar year. Unless otherwise agreed by the Executive’s target Incentive , any applicable Bonus shall be paid in cash. Bonuses are not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time earned until approved in writing by the Compensation Committee. (c) Committee of the Board. Except as set forth in Section 4(b)(i), Executive shall will not be eligible entitled to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives any Bonus if Executive is not employed by the Employer on as favorable a basis as provided Company at the time such Bonus is to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivespaid. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to During the terms and conditions of this AgreementTerm, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated entitled, subject to applicable federal, state and local withholding obligations, to the following: 4.1 Base salary at an annual the rate of Two Hundred Thousand Dollars ($290,000 200,000) per annum (the “Annual Base Salary”), which shall be payable in periodic installments in accordance with the Employer’s normal regular payroll practices of Company. The Base Salary shall, during the term hereof, be subject to discretionary increase, as are approved by the Board of Directors, in effect accordance with Company’s compensation policies, as they may be established from time to time. Beginning After any such increase, “Base Salary” shall refer to any increased amount. 4.2 Executive will be eligible for up to a fifty percent (50%) performance bonus based on January 1criteria established upon employment. In order to be eligible to receive a bonus payment, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall Executive must be reviewed actively employed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”)Company, and following not working under any written notice of termination, on the date such review, the Annual Base Salary may bonus is to be adjusted upward but in no event paid. First year bonus will it be decreasedprorated and based on achievement of fourth quarter objectives. (b) 4.3 Executive shall be entitled to receive performance based reimbursement for expenses of Executive incurred in connection with the Business in an amount not to exceed on an annual incentive bonuses basis ten (each10%) of Executive’s Base Salary. 4.4 Participation, to the “Incentive Bonus”) from extent Executive meets all eligibility requirements, in all United States employee benefit plans and employee benefits programs maintained by Company and made available to other executive officers of Company employed in the Employer for each fiscal United States having responsibilities comparable to those of Executive, including, but not limited to, group hospitalization, medical and disability plans, life insurance plans, retirement savings plans, and paid holidays. Executive will accrue PTO time at the rate of four weeks per year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by in accordance with the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base SalaryExecutive PTO Policy, which Incentive Bonus shall be determined by specific performance criteria established amended from time to time by time. If the Compensation Committee. (c) Executive shall be eligible to participateCompany adopts a stock bonus, subject to the terms and conditions thereofstock option or executive bonus program, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive Employee shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to participate in such program on the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on same terms and conditions that are substantially similar to those that apply applicable to other similarly situated executives of the Employer, Company of a similar compensation level (including consideration of any Success Fees earned by Executive). 4.5 Reimbursement for reasonable and necessary direct, out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion performance of his duties hereunder and approved by Company, subject to the Employer’s businesssubmission by Executive of such documentation in such form as Company may from time to time require.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive base salary shall be compensated at an annual rate of $290,000 250,000 per annum (the “Annual Base Salary”), which Base Salary shall be payable by the Company in regular installments in accordance with the EmployerCompany’s normal general payroll practices as are (in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) In addition to the Base Salary, Executive will be eligible to receive bonus compensation during the Employment Period for meeting certain annual financial and other performance targets established by the Board from time to time and payable in accordance with such terms and conditions as determined by the Board in its sole discretion (the “Annual Bonus”). Executive’s target Annual Bonus would be up to 75% of Executive’s Base Salary. Executive’s Annual Bonus will be paid on or prior to March 15th of the immediately succeeding year. (c) Concurrently with Executive’s commencement of employment with the Company, LBM Acquisition, LLC (“Parent”) will issue 0.25% of the “Override Units” of Parent (as defined in the Amended and Restated Limited Liability Company Agreement of Parent, dated as of August 20, 2015 (the “Parent LLC Agreement”)) to Executive, at a Benchmark Amount of $12 per unit, subject to the terms of the Parent LLC Agreement and such other documentation as required by Parent. (d) During the Employment Period, Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer participate in all benefit programs for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days which comparable level employees of the completion of the annual audit Company and its Subsidiaries are generally eligible, including any health insurance, 401(k) plan, life insurance, disability insurance and D&O insurance offered by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) During the Employment Period, the Company shall reimburse Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for all reasonable out-of-pocket business expenses for entertainment, travel, meals, lodging incurred by Executive in the course of performing Executive’s duties and similar items responsibilities under this Agreement which are consistent with the EmployerCompany’s expense reimbursement policy policies in effect, from time to time, with respect to travel, entertainment and actually incurred other business expenses (including bar association and related professional fees), subject to the Company’s requirements with respect to reporting and documentation of such expenses. (f) All amounts payable to the Executive as compensation hereunder shall be subject to all required and customary withholding by Executive in the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the Employer, the Employer Company shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollows: (a) Executive shall be compensated paid a base salary at an annual rate of $290,000 465,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the then in effect. The Executive’s Annual Base Salary may be adjusted upward but increased annually by the Compensation Committee beginning in no event will it the first calendar quarter of 2022; provided that the decision whether to increase the Executive’s Annual Base Salary and by what amount, if any, shall be decreasedmade in the good faith discretion of the Compensation Committee. (b) Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the an “Incentive Bonus”) from the Employer Company for each fiscal year ending during the Employment Period. Any such Incentive Bonus Bonuses shall be paid to Executive within thirty (30) days as determined in the discretion of the completion of the Compensation Committee, or as may be pursuant to a new annual audit incentive plan as may be adopted and in effect from time to time, with any applicable performance metrics and goals to be established by the Company’s auditorCompensation Committee, but in no event later than two and one-half months after the close of each such fiscal yearconsultation with Executive. Executive’s initial target Incentive Bonus shall be not less than forty percent 50% of Annual Base Salary (40%) “Target Bonus”), which Target Bonus may be increased annually by the Compensation Committee beginning in the first calendar quarter of 2022; provided that the decision whether to increase the percentage of the Annual Base SalaryTarget Bonus and by what amount, which if any, shall be made in the good faith discretion of the Compensation Committee. The actual amount of the Executive’s Incentive Bonus Bonus, if any, shall be determined by specific performance criteria established in the good faith discretion of the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time time. Notwithstanding the Effective Date of this Agreement being during the 2021 calendar year, the Executive’s Incentive Bonus for 2021, if any, shall be based on the full 2021 calendar year. Except as otherwise provided herein, as may be provided by the Compensation CommitteeCommittee or as may otherwise be set forth in any applicable incentive compensation plan, the Executive must be employed by the Company on the day such Incentive Bonus is paid in order to earn or receive such Incentive Bonus. The Incentive Bonus, if any, will be paid to Executive during the period from January 1 through March 15 of the calendar year following the calendar year to which it relates. (c) Executive and Company acknowledge that Executive received stock options (the “Options”) intended to represent 4.00% (the “Target Equity Percentage”) of the Company’s common stock on a fully diluted basis as of the date the Options were granted. The Options will vest in substantially equal installments of 1/36 on the last day of each of the 36 months immediately following the respective grant date, subject to Executive’s continuous service to the Company through each such date. Upon a Qualifying Financing, the Compensation Committee shall in good faith consider making an additional award of stock options in such amount necessary to maintain Executive’s Target Equity Percentage. The Options will be subject to the terms and conditions of the Company’s equity incentive plan under which such Options have been granted (attached hereto as Exhibit B), and the Option Agreement (as attached hereto as Exhibit C). (d) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans of the Company as may be in effect from time to time with respect to senior executives employed by the Employer Company in the United States, on as favorable a basis as provided to other similarly situated senior and performing executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be eligible to participate, subject to the terms thereof, in all employee benefit plans (including pension, 401(k) and welfare benefit plans) available to the Company’s executive employees, subject to the terms and conditions of such benefit plans as in effect from time to time. If the Company does not have in place a medical, vision, and dental insurance program, Company shall pay to Executive a monthly amount for Executive to purchase coverage in such amounts and on such terms as Executive and Company may agree. (f) Executive shall be entitled to accrue paid time off and holidays in accordance with and subject to the Company’s paid time off programs and policies relating to its employees in the United States as may be in effect from time to time, provided that Executive shall be entitled to a minimum of 20 days of paid time off per calendar year. (g) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, Company for all reasonable out-of-pocket expenses for entertainment, travel, meals, lodging lodging, and similar items which that are consistent with the EmployerCompany’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the EmployerCompany’s business.

Compensation and Benefits. Subject to A. The salary for the terms and conditions of this Agreement, during bargaining unit members for the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive 2005-06 school year shall be compensated at an annual rate of $290,000 (that as listed in the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January salary schedule dated February 1, 2006 in Appendix D. Continue Furlough Days for the 2012-2013 school year at the same level as the 2011-2012 and on each anniversary school year. (June 2012) The District agrees to increase the salary schedule for all bargaining unit members by 3% retroactive to July 1, 2014. (October 2014) The District agrees to increase the salary schedule for all bargaining unit members by 3.7% retroactive to July 1, 2015. (October 2015) The District agrees to increase the salary schedule for all bargaining unit members by 1% retroactive to July 1, 2016. (August 2016) B. As set forth in the hourly salary schedule of such dateAppendix D, Executive’s rate a bonus of Annual Base Salary shall be reviewed by the Compensation Committee five (the “Compensation Committee”5) percent of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus employee's base salary shall be paid to Executive within thirty all eligible employees who provide the District required bilingual/biliterate clerical/support services. Eligibility for the bilingual/biliterate bonus shall be determined according to the following procedure: (30a) days the employee applies for the bonus; (b) the employee's immediate supervisor recommends the employee be considered for the bonus; (c) the employee receives a passing grade on the District administered bilingual/biliterate proficiency test. Positions in clerical/support services, which may receive the above bonus, include only the following: Receptionist, School Secretary, Office Clerk, Guidance Clerk/Technician, and Family Outreach Liaison, Nutrition Service Technician, and Secretary III (Special Services). (June 2012) (October 2014) C. As set forth in the hourly salary schedule of the completion Appendix D, a bonus of the annual audit by the Company’s auditor, but in no event later than two and one-half months after (2.5) percent of the close of each such fiscal year. Executive’s target Incentive Bonus employee's base salary shall be not less than forty percent (40%) of paid to an eligible employee who provides the Annual Base Salary, which Incentive Bonus District required bilingual services. Eligibility for the bilingual bonus shall be determined by specific performance criteria established from time according to time by the Compensation Committee. following procedure: (a) the employee applies for the bonus; (b) the employee's immediate supervisor recommends the employee be considered for the bonus; (c) Executive the employee receives a passing grade on the District administered bilingual proficiency test. Positions in clerical/support services, which may receive the above bonus, include only the following: Receptionist, School Secretary, Office Clerk, Guidance Clerk/Technician, Family Outreach Liaison, Nutrition Services Technician, Secretary III (Special Services), Instructional Assistant I, all subclassifications of Instructional Assistant II with the exception of Instructional Assistant II Bilingual, Attendance Clerk, Health Clerk, Lead Food Service Worker I, Lead Food Service Worker II and Speech and Language Pathologist Assistants. D. All eligible employees shall continue to receive the current two (2) percent increase in salary for ten (10) years of continuous service in accordance with past practice. An additional one (1) percent salary increase shall be eligible to participate, subject to granted beginning with the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesfifteenth (15) year of continuous service. Executive and Executive’s dependents, as the case may be, An additional one (1) percent salary increase shall be eligible to participate in all pension and similar benefit plans granted beginning with the twentieth (qualified20) year of continuous service. An additional one (1) percent salary increase shall be granted beginning with the twenty fifth (25) year of continuous service. E. Effective January 1, non-qualified and supplemental)2003, profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive employees shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar yearhealth insurance as described in the Medical Insurance Rates, subject Appendix E. The District agrees to increase the cap to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive following rates for all plans except PERS CARE for employees who work 30 hours or more per week. Part-time benefits shall be reimbursed by the Employer, based on terms and conditions that are substantially similar to those that apply to other similarly situated executives a proration of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are District 2015 cap consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.current practice:  Single coverage - $6,254.16  Two-party coverage - $12,508.32  Family coverage - $16,260.84 (October 2014)

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be Three Hundred and Fifty Thousand Dollars ($350,000) per annum (as adjusted from time to time as provided below, the terms “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Compensation Committee of the Board of Directors of Parent (the “Compensation Committee”) shall review the Base Salary each year during the Term hereof, and conditions Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of this Agreementthe Compensation Committee. In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated entitled to participate in the Company’s employee benefit programs for which other senior executive employees of the Company are generally eligible. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. (b) In addition to Base Salary, Executive will have an opportunity to earn a cash bonus each year, commencing with calendar year 2007, as determined by the Compensation Committee, with a target annual rate bonus equal to sixty percent (60%) of $290,000 Executive’s Base Salary (the “Annual Base SalaryTarget Bonus”), which shall be payable in accordance ) based upon the achievement with the Employer’s normal payroll practices respect to any calendar year of performance objectives as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed approved by the Compensation Committee (the “Target Bonus Objectives”). The Target Bonus Objectives will be financial and other objective targets that the Compensation Committee”Committee reasonably believes are reasonably attainable at the time that they are set. Such bonus amounts, if any, shall be payable within 100 days following the end of each calendar year at such time as other executive officer bonuses are paid and, except as otherwise provided in Section 4, so long as Executive was in the employ of the Company on December 31 of the calendar year on which the Target Bonus is based. Executive’s bonus eligibility for 2007 will be for the full calendar year; it will not be prorated for the number of months that Executive is in the assignment. (c) Subject to the approval of the Board of Directors of and consistent with the Company Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “BoardPlan”), and following on each subsequent anniversary of the Effective Date, so long as Executive remains in the employ of the Company on each such reviewdate (each, an “Issuance Date”), up to and including the Annual Base Salary may fourth anniversary of the Effective Date, Executive shall be adjusted upward but granted a nonqualified option under the Plan (the “Options”) to purchase 40,000 shares of Syniverse Holdings, Inc. common stock, par value $.001 per share (the “Common Stock”), resulting in no grants of Options to purchase a total of 200,000 shares of Common Stock. The per share exercise price shall be the closing price of the Common Stock on the applicable Issuance Date and, each Option shall vest, subject to Executive’s continued employment on the applicable vesting dates, in three equal annual installments of 33 1/3 % commencing on the first anniversary of the Effective Date. Each Option will have a term of ten (10) years, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e) ) to earlier expiration in the event will it be decreasedof the termination of Executive’s employment. (bd) Subject to the approval of the Board of Directors, Executive shall be entitled granted a one-time restricted stock award (the “Restricted Stock Grant”) of 60,000 shares of Common Stock. Except as otherwise provided in or pursuant to receive performance based annual incentive bonuses (eachSections 4(b), 4(d) or 4(e) , the “Incentive Bonus”Restricted Stock Grant shall vest in five equal annual installments (i.e., 20% of the shares subject to the award) on each of the first, second, third, fourth and fifth anniversary of the Effective Date, so that the Restricted Stock Grant will be fully vested and exercisable five (5) years from the Employer for each fiscal year ending during Effective Date, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e) ) to Executive’s continued employment with the Employment PeriodCompany on the relevant vesting dates. Any such Incentive Bonus No right to any restricted stock shares subject to the award received by the Executive shall be paid earned or accrued except at such times and to Executive within thirty (30) days such extent as vesting of such respective shares occurs pursuant to the completion terms of this Agreement. Subject to the annual audit terms of this Agreement, the shares subject to the Restricted Stock Grant shall be evidenced by the Company’s auditor, but in no event later than two and one-half months after the close standard form of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeerestricted stock agreement. (ce) Executive shall be eligible to participateUpon the consummation of a Sale of the Company, all Options and shares of Common Stock subject to the terms Restricted Stock Grant that have not yet become vested shall automatically (and conditions thereofwithout any further action required on Executive’s part or the part of Parent or the Company) become vested at the time of such event, if as of the date of such event, Executive is employed by the Company; provided that in the event that Executive’s employment is terminated without Cause or Executive resigns with Good Reason within 180 days prior to the date of such event, all other incentive plans Options and programs, including shares of Common Stock subject to the Restricted Stock Grant that have not yet become vested shall automatically (and without any further action required on Executive’s part or the part of Parent or the Company) become vested at the time of such cash event. (f) The Company shall reimburse Executive for independent legal review of this Employment Agreement up to a maximum of $10,000 and deferred bonus programs all reasonable business expenses incurred by him in the course of performing his duties and equity incentive plans as may be responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company’s requirements with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesreporting and documentation of such expenses. (dg) On or as soon as reasonably practicable following the Effective Date, Executive shall be entitled to accrue vacation at will receive a rate one-time lump-sum bonus payment in the gross amount of no $175,000, payable in accordance with the Company’s customary payroll practice, as compensation or reimbursement for all moving, temporary living, transition and relocation expenses. In the event Executive voluntarily resigns without Good Reason within two years following the Effective Date of this Agreement, Executive will reimburse Syniverse Technologies, Inc., on a prorated basis less than four (4) weeks any taxes Executive paid vacation for each calendar year, subject to in connection with his receipt of the Employer’s vacation programs and policies as may be in effect during the Employment Periodwithin bonus. (eh) On or as soon as reasonably practicable following the Effective Date, Executive will receive a one-time hiring bonus payment in the gross amount of $175,000, payable in accordance with the Company’s customary payroll practice. In the event Executive voluntarily resigns without Good Reason within two years following the Effective Date of this Agreement, Executive will reimburse Syniverse Technologies, Inc., on a prorated basis less any taxes Executive paid in connection with his receipt of the within bonus. (i) All amounts payable to Executive as compensation hereunder, including, without limitation, the Options and the Restricted Stock Grant, shall be reimbursed subject to all required and customary withholding by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive Company as provided in the promotion of the Employer’s businessSection 18 herein.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the EmployerTerm, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated entitled to: a. A Base Salary, payable in equal installments in accordance with the Company's procedures, at an annual rate of $290,000 240,000 US Dollars; b. Participation in the Company's annual executive incentive program, currently known as the Management Incentive Plan ("MIP"), with a target award of 50% of Base Salary; c. Participation in the Company's Long-Term Cash Incentive Plan, currently known as the Long-Term Cash Incentive Plan (the “Annual "LTCIP") with a target award level of 50% of Base Salary”; d. Such other bonuses and compensation, if any, as the Company in its sole discretion may award to the Executive; e. Participation in a Company non-qualified deferred compensation program (should such a program be created), which shall be payable subject to the eligibility requirements of such program; f. Participation in accordance with the Employer’s normal payroll practices as are in effect various medical, dental, disability, life insurance, pension, profit sharing and other qualified and non-qualified supplemental employee benefit plans generally made available by the Company, from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participateits employees, subject to the terms and conditions thereof, of the applicable plan documents and all applicable laws; g. Vacation and sick leave in accordance with the Company's established practices for its senior executives; h. Be reimbursed by the Company for all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be reasonable expenses actually incurred by the Executive in effect connection with the performance of the Executive's duties hereunder in accordance with policies established by the Company from time to time and upon presentation of appropriate documentation; i. Participation in the SUEZ equity award or equity based programs and in accordance with respect Plan provisions and based on the Company's determination of the Executive's level of performance; and j. Use of an automobile, to senior executives employed be provided by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentsCompany, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employerand, subject to the terms of the Company's policy, reimbursement for gas, maintenance and conditions thereof, as in effect from time to time insurance costs and expenses incurred by the Executive with respect to senior executives employed by such automobile together with an additional "gross-up" payment to cover all income and employment taxes imposed on the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodTerm attributable to imputed income derived from the personal use of such automobile and the foregoing payments. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the EmployerCompany, the Employer Company shall compensate Executive for Executive’s services as follows for periods following follows: From the Effective Date: (a) Date through and including December 31, 2022, Executive shall be compensated paid a base salary at an annual rate of Two Hundred Ninety-Two Thousand Seven Hundred and sixty-three dollars and fifty-two cents ($290,000 292,763.52) which shall be payable in accordance with the normal payroll practices of the Company then in effect. From January 1, 2023 through and including April 3, 2023, Executive shall be paid a base salary at an annual rate of One Hundred Seventy-Five Thousand Six Hundred and fifty-eight dollars and eleven cents (the “Annual Base Salary”$175,658.11), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (then in effect Executive shall continue to be eligible to receive an Incentive Bonus for 2022 pursuant to the “Board”)terms of the Prior Agreement and the Company’s incentive plan. Executive will not be required to be employed on the Incentive Bonus payment date, and following provided she remains continuously employed through the earlier of such review, payment date or the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Retirement Date. Executive shall be entitled ineligible to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such any Incentive Bonus for 2023. Executive shall continue to be eligible to receive a Company Contribution for the 2022 Plan Year under the Heritage Financial Corporation Deferred Compensation Plan and Executive’s participation agreements and addendums thereunder. Executive shall be paid ineligible to receive Company Contributions for 2023 or any subsequent Plan Years. Executive within thirty (30) days shall continue to vest in any outstanding equity awards through the Retirement Date pursuant to the terms of the completion of the annual audit by the Company’s auditor, but in no event later than two equity incentive plan and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) award agreements thereunder. As of the Annual Base SalaryEffective Date, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and ineligible for any future equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesawards. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employerparticipate, subject to the terms and conditions thereof, in all retirement, health and welfare plans of the Company as may be in effect from time to time with respect to senior executives part-time employees employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior executives. (d) employees. Rights upon Termination. From the Effective Date through and including December 31, 2022, the termination provisions of Section 4 of the Prior Agreement shall continue to apply by reference in their entirety, as if fully restated herein, provided that Executive shall be entitled to accrue vacation at executes a rate Release as provided in Section 5 of no less than four (4) weeks paid vacation for each calendar yearthe Prior Agreement. From January 1, subject to 2023, through and including April 3, 2023, in the Employerevent Executive’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed employment is terminated by the EmployerCompany for any reason other than Cause, on terms this Agreement and conditions the obligations and benefits hereunder shall remain in full force and effect as if Executive was employed through the Retirement Date, provided that are substantially similar to those that apply to other similarly situated executives Executive executes a Release as provided in Section 5 of the EmployerPrior Agreement. From January 1, 2023, through and including April 3, 2023, in the event Executive’s employment is terminated (i) by the Company for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred Cause; (ii) by Executive in the promotion of the Employer’s business.for any reason; or (iii) due to

Compensation and Benefits. Subject (a) In consideration for the valuable services to be rendered by Employee and for Employee’s agreement not to compete against the Company as described in paragraph 6, the Company hereby agrees that during the year of the Employment Period during which this amended and restated Agreement is executed, the Company will pay Employee a bi-weekly gross salary at the minimum annual rate of $219,502.00 per annum (the “Base Salary”), payable at the bi-weekly gross rate of $8,442.38. Employee’s Base Salary may, but is not required to, be increased annually in January of each year based on an annual performance salary review as determined in the reasonable discretion of the Company. Employee also shall be entitled to (1) an automobile allowance in the amount of Seven Hundred Dollars ($700.00) per month, (2) five (5) weeks of vacation per year, and (3) sick leave, medical and other benefits that are consistent with those received by other similarly-situated senior executives of Hanger and its subsidiaries as determined in the sole discretion of Hanger’s Board of Directors. Employee shall receive life insurance in an amount equal to one (1) times Employee’s Base Salary (in addition to the life insurance in an amount equal to one (1) times Employee’s Base Salary provided by the Company as part of Employee’s base benefit program), with the premiums for such policy to be paid by the Company, and Employee shall also receive the option to participate in the Company’s supplemental life and accidental death and dismemberment policies, with the premiums for such policies to be paid by Employee, all in accordance with the terms and conditions of this Agreement, during the Employment Period, while Executive is employed such policies as generally applied by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date:Company. (ab) Executive In addition to the Base Salary, Employee may have the opportunity to receive options to purchase stock or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the amount of stock, if any, to be purchased under such stock option or restricted share plan shall be compensated at an annual rate of $290,000 (subject to the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) sole discretion of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation CommitteeHanger or a committee thereof. (c) Executive Employee shall also be eligible to participatereceive cash bonus compensation for each full calendar year during the Employment Period (or, subject in the event that Employee is employed for less than a full calendar year in any given year during the Employment Period, for the prorated portion of the year Employee actually is employed). Employee’s target bonus (“Target Bonus”) is fifty percent (50%) of the Base Salary and is contingent on the Employee meeting certain performance criteria and Hanger and the Company achieving certain year-end financial criteria, and, in the event Employee exceeds certain performance criteria and the Company exceeds certain year-end financial criteria, Employee’s maximum bonus (“Maximum Bonus”) is one hundred percent (100%) of the Base Salary, all to be determined in the reasonable discretion of Hanger’s Board of Directors and its Compensation Committee. The Employee shall be entitled to such increases in the Target Bonus and the Maximum Bonus during the Employment Period as shall be determined and approved by the Compensation Committee of Hanger’s Board of Directors, in its sole discretion, taking into account the performance of the Company and the Employee and other factors generally considered relevant to the terms and conditions thereofsalaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in all other incentive plans the event that the Employee, Hanger or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors of Hanger and programsits Compensation Committee may, including such cash and deferred in their reasonable discretion, decline to award any bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesEmployee. (d) Executive shall For all payments made or required to be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject made pursuant to the Employerterms of this Agreement, including any payments made with respect to the Employee’s vacation programs termination of employment for any reason, the Company shall pay the Employee an amount sufficient to cover the gross-up of any excise, income and policies as may be in effect during other taxes resulting from the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives imposition of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion parachute penalties of the Employer’s businessInternal Revenue Code or applicable state tax laws.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the EmployerExecutive’s base salary shall be a minimum of Six Hundred and Fifty Thousand Dollars ($650,000.00) per annum (as increased or decreased in accordance with this Agreement from time to time, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the EmployerCompany’s normal general payroll practices as are (in effect from time to time). Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary will be subject to annual review and increase or decrease (but shall not be reviewed decreased below the Base Salary in effect on the date of this Agreement) by the Compensation Committee (Board during the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedEmployment Period. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by participate in the Company’s auditor, but in no event later than two and one-half months after the close Management Bonus Plan applicable to employees of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time comparable level with Executive as approved by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable Board or a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions committee thereof, as in effect from time to time time, with a target annual bonus of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”); provided, however, that, (i) with respect to senior executives the bonus period within which the Commencement Date occurs (and subject to Executive’s meeting all requirements under the applicable bonus plan in such period), the bonus payable to Executive, if any, will be prorated based on the number of days between the Commencement Date and the end of such bonus period divided by the total number of days in the bonus period; and (ii) Executive shall be entitled to receive a bonus pursuant to Section 4(b) of the Consulting Agreement with respect to the period commencing February 1, 2015 and ending on the date prior to the Commencement Date, solely to the extent the criteria and metrics set forth in such section are satisfied, which bonus (if any) shall be payable as set forth in the Consulting Agreement. For clarification purposes, no bonus shall be payable pursuant to Section 4(b) of the Consulting Agreement for any period from or after the Commencement Date, and the Consulting Agreement shall terminate and be of no further force or effect as of the Commencement Date. Bonuses under any bonus plan (including, without limitation, the Company’s Management Bonus Plan) are forfeited and not payable in the event that Executive is not employed by Company on the Employer on payment date of any such bonus. (c) The Board, or a committee or appointee thereof, during the term of this Agreement, shall review annually, or at more frequent intervals which the Board determines is appropriate, Executive’s compensation and may award Executive compensation as favorable a basis as provided the Board deems appropriate in its sole discretion; provided, however, that Executive’s base salary shall not be reduced pursuant to other similarly situated senior executivesany such review or otherwise. (d) Executive shall be entitled to accrue vacation at a rate the number of no less than four (4) weeks paid vacation for and other paid time off in each calendar year in accordance with the Company’s policies applicable to employees of comparable level, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year, except that if Executive’s employment commences after January 31 of any calendar year, subject to Executive shall accrue the Employer’s vacation programs and policies as may be total number of paid time off days available for a calendar year pro rated for the number of full calendar months remaining in effect during the calendar year in which the Employment PeriodPeriod commences, divided by 12. (e) During the Employment Period, the Company shall reimburse Executive shall be reimbursed for all reasonable business expenses incurred by Executive in the Employercourse of performing Executive’s duties, on terms responsibilities and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items functions under this Agreement which are consistent with the EmployerCompany’s expense policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (f) Executive shall be entitled to participate, on the same basis as other executives of comparable level in the Company, in any compensation, bonus, incentive, award, executive medical reimbursement, deferred compensation, pension, retirement, stock award, stock option or other benefit, plan or arrangement of the Company (including, without limitation, any plan sponsored by the entity owning or controlling the Company, or any affiliate of such entity) now existing or hereafter adopted, all upon terms at least as favorable as those enjoyed by other salaried employees of comparable level of the Company; provided, however, the Company may restrict or exclude Executive’s participation in any such plan, or the benefits thereunder, on such terms and conditions as the Company shall in its sole discretion determine, if at any time Executive shall be working fewer than five days a week or on other part-time basis during regular business days. Executive also shall be entitled to hospital, health, disability, medical and life insurance, and any other benefits enjoyed, from time to time, by other salaried employees of the Company of comparable level, all upon terms as favorable as those enjoyed by other salaried employees of comparable level of the Company. Notwithstanding anything in this Section 3(f) to the contrary, if the Company adopts any change in the benefits provided for other salaried employees of the Company of comparable level, and such policy is uniformly applied to all such employees of the Company (and any successor or acquirer of the Company, if any), then no such change shall be deemed a breach by the Company of this Section 3(f). (g) Executive shall be entitled to participate in the Company automobile program in effect from time to time on the same terms as made available to employees of comparable level. Currently, such program provides for a car allowance for executive of $2,083 per month. Executive, at Executive’s discretion, may apply such allowance towards the cost of lease or purchase of an automobile or towards the costs of car service or other similar transportation service, but Executive shall not be entitled to any additional allowance or reimbursement policy in respect of the same. (h) Executive will be indemnified and actually incurred defended for acts performed (or omissions made) in Executive’s capacity as an officer or director of the Company to the fullest extent specified in the Company’s certificate of incorporation and bylaws and as permitted under Delaware law. (i) Executive shall be entitled to a Commencement Date Bonus equal to One Hundred Thousand Dollars ($100,000.00) payable within fifteen (15) days after the Commencement Date. (j) Notwithstanding anything herein to the contrary, in the event Executive’s employment with the Company is terminated either voluntarily by Executive in (other than for Good Reason) or for Cause by the promotion Company within eighteen (18) months after the date on which Executive receives payment under Section 3(i) above, Executive shall immediately repay to the Company the net after-tax amount of all amounts paid to Executive or on Executive’s behalf by the Company or reimbursed to Executive by the Company pursuant to said Section 3(i). (k) On or about the six (6) month anniversary of the EmployerCommencement Date, the Company’s businessChief Executive Officer shall review Executive’s performance. In the event that Executive’s performance is determined to be satisfactory to the Chief Executive Officer and subject to the approval of the Compensation Committee of the Board of Directors of Burlington Stores, Inc., Executive shall be entitled to receive a one-time grant of fifty thousand (50,000) shares of restricted Company common stock, such shares vesting twenty-five percent (25%) on each of the first four anniversaries of the grant date subject to Executive’s continued employment.

Compensation and Benefits. Subject a) During the Employment Term, your annual base salary shall be no less than $550,000 (the base salary as may be increased from time to time referred to as "Base Salary") and shall be paid pursuant to the terms and conditions of this Agreement, during Company's customary payroll practices. b) During the Employment PeriodTerm, while Executive you will be eligible to earn an annual cash bonus ("Annual Bonus"). Your target Annual Bonus is 100% of your then current Base Salary if the Parent achieves certain performance objectives and subject to your individual performance pursuant to the Parent’s Annual Incentive Plan. Except as provided in Section 4 below, the Annual Bonus for each period will be paid only if you are actively employed with the Company on the date of disbursement. Any Annual Bonus payable hereunder shall be paid in the calendar year following the applicable fiscal year of the Parent, after it has been determined by the Employer, Compensation Committee of the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive Parent. Any such Annual Bonus shall be compensated at an annual rate of $290,000 subject in all respects to the Parent’s Executive Compensation Recoupment Policy, as it may be amended from time to time, or any successor policy thereto. c) During the Employment Term, you will be eligible to participate in the Parent’s Executive Long-Term Equity Compensation Program (the “Annual Base SalaryProgram”)) as it may be amended from time to time, or a successor program, with an annual target equity award valued at $900,000, with the number of restricted stock units granted pursuant to the Company’s Long-Term Equity Compensation Plan as it may be amended from time to time, or any successor plan, unless prohibited by such successor plan (“Restricted Stock Units”) subject to: (i) the rules of the Program, which shall be payable may include adjustment of the target award value based on the Parent’s achievement of certain performance objectives, and (ii) an award agreement in accordance with such form as the Employer’s normal payroll practices as are in effect Compensation Committee of the Parent may determine from time to time. Beginning on January 1, 2012 and on each anniversary of Any such date, Executive’s rate of Annual Base Salary award granted under the Program shall be reviewed by subject in all respects to the Parent’s Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”)Recoupment Policy, and following such review, the Annual Base Salary as it may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established amended from time to time by the Compensation Committeetime, or any successor policy thereto. (cd) Executive shall During the Employment Term, you will be eligible to participateparticipate in or receive benefits under any 401(k) savings plan, medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, supplemental and/or incentive compensation plans, or any other employee benefit or fringe benefit plan, generally made available by the Parent to senior executives in accordance with the eligibility requirements of such plans and subject to the terms and conditions thereofset forth in this Agreement. e) During the Employment Term, you will be entitled to 25 days of paid vacation per calendar year (prorated for any partial years of employment), subject to the applicable vacation policies and procedures on usage and carry over. You are also eligible for two personal days per year. f) During the Employment Term, the Company will reimburse you for all reasonable business expenses incurred by you in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be the course of performing your duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company’s requirements with respect to senior executives employed by reporting and documentation of expenses. Reimbursements will be paid promptly after submission and review of appropriate documentation, but in any event no later than 2½ months after the Employer on as favorable a basis as provided to other similarly situated senior executivesend of the calendar year in which the expense was incurred. (dg) Executive shall be entitled to accrue vacation at By December 31, 2017, the Company will pay you a rate one-time lump sum of no $100,000, less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs taxes and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employerwithholdings, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessrelocation expenses.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the EmployerCompany, the Employer Company shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollows: (a) Executive shall be compensated paid a base salary at an annual rate of $290,000 225,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are of the Company then in effect from time to timeeffect. Beginning on January 1in 2014, 2012 and on each anniversary of such dateyear during the Employment Period, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee Board for possible increase, but not decrease, with any such increase to be effective as of March 1 (the “Compensation Committee”anniversary date) of the Board year of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedadjustment. (b) Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer Company for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Company’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the Board. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target the year in which it is earned, provided that any Incentive Bonus shall not be not less than forty percent (40%) of considered earned until the Annual Base Salary, which Board has made all determinations and taken all actions necessary to establish such Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation CommitteeBonus. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans of the Company as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior and performing executives. . (d) Executive and Executive’s dependents, as the case may be, shall be eligible to participate participate, subject to the terms thereof, in all pension and similar benefit plans (qualifiedand all medical, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, Company as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior and performing executives. (de) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, days and holidays in accordance with and subject to the EmployerCompany’s vacation paid time off programs and policies as may be in effect during from time to time, provided that the Employment Periodminimum aggregate number of vacation days and holidays Executive shall accrue per year is 20 days, beginning on each annual anniversary date. (ef) Executive shall be eligible to be reimbursed by the EmployerCompany, on terms and conditions that are substantially similar to those that apply to other similarly situated and performing executives of employed by the EmployerCompany, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging lodging, and similar items which that are consistent with the EmployerCompany’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the EmployerCompany’s business. (g) The Company shall provide an automobile for Executive’s use in the performance of Executive’s duties hereunder and shall pay all expenses for maintenance, repairs and insurance relating to that automobile, provided, however, that Executive shall pay for all fuel charges and be reimbursed for business-related fuel expenses in accordance with the Company’s policy regarding such reimbursements. Executive shall report his business and personal use of the automobile in conformity with policies adopted by the Company and personal use shall be reflected annually on the IRS Form W-2 of Executive as additional compensation for income tax purposes. (h) Executive shall receive reimbursement from the Company for membership dues, initiation fees, special assessments, and other business-related expenses at a club mutually agreeable between Paxxxxx X. Xxxxxxxxx xnd Landmark National Bank Board of Directors.

Compensation and Benefits. Subject (a) As compensation for the services to the terms and conditions of be rendered pursuant to this Agreement, the Company agrees to pay the Executive, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following period from the Effective Date: (a) Executive shall be compensated at Date through and including December 31, 2011, an annual rate base salary in the amount of $290,000 412,307 (the “Annual Base Salary”), which . The Executive’s Base Salary hereunder shall be payable reviewed as of January 1, 2012 and at least annually thereafter during the Term of the Agreement for adjustment upward (but not downward) in the discretion of the Board or the Compensation Committee of the Board. The Executive’s Base Salary, as so adjusted, shall be considered the new Base Salary for all purposes of this Agreement. The Base Salary shall be paid in accordance with the EmployerCompany’s normal standard payroll practices as are applicable to its senior executives. (b) The Company agrees that the Executive shall be eligible for an annual performance bonus from the Company with respect to each fiscal year of the Company that ends during the Term, pursuant to the Company’s management incentive bonus program, or policy or practice of the Board or Compensation Committee, in effect from time to time. Beginning on January 1, 2012 and on each anniversary The amount of any such date, Executive’s rate of Annual Base Salary performance bonus shall be reviewed determined by the Board or the Compensation Committee of the Board in its sole and absolute discretion, consistent with the Company’s performance, the Executive’s contribution to the Company’s performance and the provisions of any such applicable incentive bonus program, policy or practice; provided, however, that such annual performance bonus shall not exceed seventy percent (the “Compensation Committee”70%) of the Base Salary for the fiscal year to which the bonus applies except pursuant to a specific finding by the Board of Directors or the Compensation Committee of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment PeriodBoard that a higher percentage is appropriate. Any such Incentive Bonus annual performance bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event not later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) end of the Annual Base Salary, fiscal year to which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeebonus relates. (c) The Company agrees to grant to the Executive, during the Term, at the time of its usual annual grant to employees for the applicable year, such options and/or other equity awards with respect to shares of the Company’s common stock as the Board or the Compensation Committee of the Board shall determine. In the event of a Change in Control (as defined in Section 12) of the Company, all such options and other equity awards granted by the Company to the Executive prior to such event, shall immediately vest and, in the case of options and similar awards, become and remain fully exercisable through their respective original maximum terms (provided that, after giving effect to such accelerated vesting and providing the Executive a reasonable opportunity to exercise such vested options and similar awards, such options and awards shall be subject to earlier termination in connection with a change in control of the Company and similar events as provided in the applicable plan and/or award agreement) and otherwise in accordance with their respective terms and conditions. (d) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive during the Term in the performance of services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may reasonably be required pursuant to the standard policies of the Company in effect from time to time. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses. Additionally, the Executive shall receive a $12,000 annual allowance to be used at the Executive’s discretion. The allowance will be grossed up for tax purposes at the rate of 25%. Such allowance and related tax gross-up shall be paid not later than two and one-half months after the end of the year to which the allowance relates. (e) During the Term, the Company shall, at its election, reimburse the Executive for term life insurance at a level equal to one (1) times his Base Salary, or provide coverage for the Executive at such level. (f) During the Term, the Executive shall be eligible to participate, subject to the terms and conditions thereof, participate in all qualified and non-qualified savings and retirement plans, and all other incentive compensation and benefit plans and programs, including welfare and fringe benefit programs that are generally made available by the Company to other senior executives of the Company, in each case in accordance with the eligibility and participation provisions of such cash plans and deferred bonus programs and equity incentive as such plans as or programs may be in effect from time to time with respect to senior executives employed by time. (g) During the Employer on as favorable a basis as provided to other similarly situated senior executives. Term, the Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs for paid vacation of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid per calendar year taken in accordance with the vacation for each policy of the Company. In the event that Executive does not utilize all of his vacation in any calendar year, subject he may carry forward up to the Employer’s four (4) weeks (twenty (20) days) for up to one (1) calendar year. Unused vacation programs and policies as may be in effect during the Employment Perioddays shall not otherwise accumulate. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the (a) The Employer shall compensate and pay the Executive for Executive’s his services as follows for periods following during the Effective Date: (a) Executive shall be compensated Initial Term of this Agreement at an annual rate a base salary of $290,000 340,000 per year (the “Annual Base Salary”), which shall may be payable in accordance with the Employer’s normal payroll practices as are in effect increased from time to time. Beginning on January 1, 2012 and on each anniversary of time in such date, Executive’s rate of Annual Base Salary shall amounts as may be reviewed determined by the Compensation Committee (the “Compensation Committee”) of the Board Boards of Directors of the Company (Employers and may not be decreased without the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedExecutive’s express written consent. (b) For any calendar year, the Executive may earn a bonus of up to fifty percent (50%) of the Executive’s Base Salary (upon achievement of target performance levels) for such calendar year (“Annual Bonus”), depending on the satisfaction of performance criteria for such calendar year as determined by the Compensation Committees of the Employers’ Boards of Directors. Not later than February 28th of each calendar year during the term of this Agreement, the Compensation Committees of the Employers’ Boards of Directors shall establish target performance levels related to such Annual Bonus based upon the Employers’ budget for such calendar year as presented to and accepted by the Employers’ Boards of Directors. Such approved performance goals shall indicate the manner in which the Executive’s Annual Bonus (if any) will be determined upon partial satisfaction or excess satisfaction of one or more of the goals. (c) Starting in calendar year 2023, in addition to the Annual Bonus, the Executive may be entitled to receive during the term of this Agreement long-term equity incentive compensation in the form of stock awards, stock options or any combination thereof equal to 30% of the Executive’s Base Salary as of the date of the grant (“Annual Stock Grant”) upon achievement of target performance levels as determined by the Compensation Committees of the Employers’ Boards of Directors. Such equity awards will be in the form of stock awards unless otherwise mutually agreed to by the parties hereto. Not later than February 28th of each calendar year during the term of this Agreement, the Compensation Committees of the Employers’ Boards of Directors shall establish target performance levels related to such Annual Stock Grant based upon the Employers’ budget for such calendar year as presented to and accepted by the Employers’ Boards of Directors. Subject to satisfying the applicable performance criteria, the Annual Stock Grant shall vest over a period of three years provided that the Executive is still employed by the Employers on the applicable vesting date, with the first one-third vesting on the first annual anniversary date of the date of grant, the second one-third vesting on the second annual anniversary date of the date of grant and the final one-third vesting on the third annual anniversary date of the date of grant. The Annual Stock Grants, if any, will be subject to the terms or provisions of the Company’s 2015 Amended and Restated Equity Incentive Plan or any successor thereto. (d) During the term of this Agreement, the Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all and receive the benefits of any pension and similar or other retirement benefit plans (qualified, non-qualified and supplemental)plan, profit sharing, 401(k)equity incentive, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs fixed by the Boards of Directors of the EmployerEmployers. The Employers shall not make any changes in such plans, subject benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the terms and conditions thereof, Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect from time or made available in the future shall be deemed to time with respect be in lieu of the salary payable to senior executives employed by the Employer on as favorable a basis as provided Executive pursuant to other similarly situated senior executivesSection 3(a) hereof. (de) During the term of this Agreement, the Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks of paid vacation for each annual vacation, on a calendar basis, to be taken at such time or times agreed upon by the Executive and the President and Chief Executive Officer of the Bank. In addition, the Executive shall be entitled to six (6) days of personal/sick leave per calendar year. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation or use his personal/sick leave, subject nor shall the Executive be able to accumulate unused vacation time from one year to the Employer’s vacation programs next, except to the extent authorized by the President and policies as may be in effect during Chief Executive Officer of the Employment PeriodBank. (ef) The Executive shall be reimbursed by receive an automobile allowance at the Employer, on terms and conditions that are substantially similar rate of $750 per month during the term of this Agreement. This transportation allowance will serve to those that apply to other similarly situated executives cover all transportation expenses of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessSouth Florida area including, but not limited to, transportation, gas and car maintenance.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive For his service hereunder, Chairman shall be compensated receive Base Compensation at an the gross annual rate of two hundred twenty five thousand USD ($290,000 (the “Annual Base Salary”225,000.00), which shall be payable in accordance with the Employer’s normal payroll practices equal monthly installments or in such other installments as are in effect from time to timemay be directed by Chairman. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual The Base Salary Compensation shall be reviewed by annually, on or around the anniversary date of the commencement date of this Agreement to ascertain, in the sole discretion of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual amount, if at all, the Chairman’s Base Salary may Compensation should be adjusted upward increased, but in no event will it shall not be decreased. (b) Company acknowledges and agrees that termination of Chairman’s service as President and Chief Executive Officer shall be entitled not constitute a termination of Chairman’s service to receive performance based annual incentive bonuses (each, Company within the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days meaning of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%Section 1(b) of the Annual Base SalaryAward Agreement between Company and the Chairman, which dated May 15, 2006 (the “Award Agreement”), and (subject to Section 7(a) hereof) as a result, the Chairman’s restricted stock shall continue to vest on the same vesting schedule as in effect on the date hereof. Company hereby ratifies that Chairman is a “Participant” under Company’s 2005 Omnibus Stock Incentive Bonus shall be determined by specific performance criteria established from time to time by Plan (the Compensation Committee“Plan”) as the intent and language of the Plan includes a person who serves as a director of Company. (c) Executive Chairman also shall be eligible to participate, subject to receive an Annual Bonus each fiscal year in such amount as shall be determined by a majority of the terms and conditions thereofBoard of Directors or the Compensation Committee, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivestheir sole discretion. Executive and Executive’s dependents, as the case may be, The Annual Bonus shall be eligible to participate payable, at Chairman’s discretion, either in all pension and similar benefit plans a single lump-sum payment, or in equal monthly or other periodic installments beginning no later than ninety (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs 90) days after the end of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesrelevant fiscal year. (d) Executive shall be entitled In the event any amounts payable under this Agreement (and/or under any other plan, agreement or arrangement by which Chairman is to accrue vacation at receive payments in the nature of compensation from the Company) would constitute “excess parachute payments,” as that term is defined for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations promulgated pursuant thereto, Chairman will receive additional cash payments such that, after payment of all federal, state and local income taxes and federal excise taxes on the excess parachute payments and on the additional cash payments made under this paragraph, Chairman would have a rate of no less than four (4) weeks paid vacation for each calendar year, subject net amount equal to the Employer’s vacation programs and policies amount Chairman would have received under the terms of this Agreement if no portion of such payments and/or benefits were treated as may be in effect during the Employment Period.excess parachute payments for purposes of Code Section 280G. (e) Executive shall be reimbursed by Chairman agrees and acknowledges that his service and the Employerother protections and benefits of this Agreement are full, on terms adequate and conditions that are substantially similar to those that apply to other similarly situated executives sufficient consideration for the restrictions and obligations set forth in Sections 9 and 10 of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessthis Agreement.

Compensation and Benefits. Subject to (a) The Company shall pay the terms and conditions of this Agreement, Executive a salary during the Employment Period, while Executive is employed by in monthly installments, initially at the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time1,000,000 per annum. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the "Compensation Committee. (c") Executive shall be eligible to participate, subject to the terms and conditions thereofmay, in all other incentive plans and programs, including its sole discretion increase (but not decrease) such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans salary (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereofsuch annual salary, as in effect from time to time, the "Base Salary"). (b) Beginning in fiscal year 2017, the Executive shall be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the "Annual Incentive Program"). The actual amount of the annual bonus earned by and payable to the Executive for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee, following consultation with the Executive, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time (including, without limitation, any ability to elect to receive a portion of such annual bonus payment in the form of restricted stock units); provided, however, that with respect to the Executive's bonus for fiscal year 2017, to be paid, depending on the level of attainment of goals and objectives set by the Compensation Committee, in fiscal year 2018: (i) the Executive's (A) threshold bonus amount will be set at 50% of Base Salary, (B) target bonus amount will be set at 100% of Base Salary and (C) maximum bonus amount will be set at 200% of Base Salary; and (ii) the Executive's bonus shall not be less than $500,000, provided that the Company achieves the performance goal that the Compensation Committee will approve in connection with Executive's participation in the Annual Incentive Program for 2017. Each bonus paid under the Annual Incentive Program shall be paid to Executive no later than March 15th of the calendar year following the calendar year in which the bonus is earned. (c) In each fiscal year during the Employment Period in which the Executive is actively serving as President and Chief Executive Officer on the regularly-scheduled date of annual grants of long-term incentives to senior executives, the Company shall provide to Executive a long-term incentive award. The size and form of each such award shall be determined by the Compensation Committee; provided that for fiscal year 2017, the long-term incentive award to be made to the Executive shall be comprised of (i) options to purchase Company Common Stock having a Black-Scholes value of $1,900,000, such option award to be awarded pursuant to the Company's standard form of Option Award Agreement for option awards to senior executives employed by and (ii) an award under the Employer on as favorable Company's Total Shareholder Return Outperformance Plan with a basis as provided target cash award amount of $750,000 ("Target") with three year cliff vesting and a payout range of 0%-250% of Target, subject to other similarly situated senior executivesthe achievement of the underlying performance goals. (d) The Executive will forfeit certain equity awards provided to him by his former employer (the "Former Employer") as a consequence of his departure from such Former Employer. In recognition of this, the Company will: (i) pay to the Executive in a lump sum within five business days of May 15, 2017, subject to the Executive's continued employment with the Company through such date, a cash payment in U.S. dollars in an amount equal to the product of (A) 18,990 and (B) the average closing price of one ordinary share of Koninklijke DSM N.V. (Royal DSM), as reported on Euronext Amsterdam during December 2016 (the "DSM Reference Share Price") (such average closing price to be calculated by (x) adding together the closing price in Euros on each day on which the Euronext Amsterdam was open for trading during December 2016 (each such day a "December 2016 Trading Day"), (y) dividing this sum by the total number of December 2016 Trading Days and (z) converting the resulting amount from Euros into U.S. dollars using the Average Conversion Ratio. The "Average Conversion Ratio" shall be determined by (i) taking the Euro-into-U.S. Dollar exchange rate as in effect for each December 2016 Trading Day, expressed as a number of U.S. dollars (as reported for such day by Bloomberg Markets at xxx.xxxxxxxxx.xxx/xxxxx/XXXXXX:XXX, or if such information is no longer available at such source, from any successor or comparable source), (ii) adding together those amounts, and (iii) dividing this sum by the total number of December 2016 Trading Days; (ii) pay to the Executive in a lump sum within five business days of May 15, 2018, subject to the Executive's continued employment with the Company through such date, a cash payment in an amount equal to the product of (A) 20,511 and (B) the DSM Reference Share Price; (iii) pay to the Executive in a lump sum within five business days of May 15, 2019, subject to the Executive's continued employment with the Company through such date, a cash payment in an amount equal to the product of (A) 16,043 and (B) the DSM Reference Share Price; Notwithstanding the foregoing, the Company shall not be required to make any payment to the Executive (i) pursuant to 3(d)(i) if and to the extent that the Former Employer pays the Executive for the 18,990 restricted stock units currently held by the Executive that are scheduled to vest in March 2017, (ii) pursuant to 3(d)(ii) if and to the extent that the Former Employer pays the Executive for the 20,511 restricted stock units currently held by the Executive that are scheduled to vest in March 2018 and (iii) pursuant to Section 3(d)(iii) if and to the extent that the Former Employer pays the Executive for the 24,064 restricted stock units currently held by the Executive that are scheduled to vest in March 2019. (e) The Executive is a participant in the annual incentive program for fiscal year 2016 maintained by the Former Employer (the "Former Employer 2016 Annual Incentive Program"). The Executive's expectation is that the Former Employer will in March 2017 pay the Executive in full the amount that he will have earned (the "Earned Amount") under the Former Employer 2016 Annual Incentive Program. To the extent the Former Employer does not pay the Earned Amount to the Executive, the Company will pay to the Executive, no later than May 31, 2017, an amount, to be mutually agreed between the Company and the Executive, designed to be approximately equivalent to the Earned Amount; provided that the Executive shall be required to pay back to the Company any amount received from the Company pursuant to this Section 3(e) if and to the extent that the Former Employer pays the Earned Amount to the Executive after the Company has made the payment contemplated hereby. (f) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the ordinary course of performing his duties under this Agreement that are consistent with the Company's policies in effect from time to time. (g) The Executive shall participate in the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan (the "Supplemental Plan"), and any successor or replacement plans; provided, however, that nothing in this Agreement shall prohibit the Company from amending or terminating such plans. The Executive shall commence benefit accruals under the Supplemental Plan commencing on the Start Date and will at all times be deemed to be fully vested in such benefit accruals. (h) During the Employment Period, the Executive shall be entitled to accrue vacation at a rate participate in the Company's executive benefit programs on the same basis as the other most senior executives of no less than four the Company, which programs consist of those benefits (4including insurance, vacation, company car or car allowance and/or other benefits) weeks paid vacation for each calendar yearwhich substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board or Compensation Committee. (i) The Executive shall also be entitled, subject to the Employer’s vacation limitation included in the next sentence, to reimbursement for additional expenses related to his change in employment and relocation. This reimbursement, which shall be for reasonable expenses associated with matters such as moving, househunting, sale of home, purchase of home (but not purchase price), temporary living expenses, spousal travel, tax planning services, financial advisory services and legal services, shall be limited to $250,000, which shall be paid in 2017. In addition, with respect to any such reimbursement for Relocation Expenses, the Company shall pay to the Executive an additional amount (the "Relocation Expense Gross-Up") equivalent to any taxes paid by the Executive with respect to such reimbursed Relocation Expenses and the payment of the Relocation Expense Gross-Up. Relocation Expenses shall include expenses associated with moving, househunting, home sale and purchase (but not purchase price), legal services related to home sale and purchase, spousal travel and temporary living expenses, but shall not include legal services not related to home sale and purchase, financial planning or tax planning expenses. Payment of the Relocation Expense Gross-Up shall be made on or as soon as practicable following the day on which the required tax is remitted by or on behalf of Executive (but not later than the end of the taxable year following the year in which such tax is remitted). (j) In addition to participation in the Company's executive benefit programs pursuant to Section 3(g) and policies as may Section 3(h), the Executive shall be in effect entitled during the Employment PeriodPeriod to: (i) supplemental term life insurance coverage in an amount equal to the Executive's annual salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the executive benefit programs or a comparable insurer acceptable to the Company; provided, that if such supplemental life insurance coverage is not available and if the Employment Period ends on account of the Executive's death, the Company shall pay to the Executive's estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) a lump sum amount, payable within 90 days following the Executive's death, equal to the excess of (A) the amount of the Executive's annual salary then in effect over (B) the amount of term life insurance coverage provided to the Executive by the Company. (eii) supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to 66 2/3% of the Executive's Base Salary; but only if and so long as supplementary coverage is available at standard rates from the insurer providing long-term disability coverage under the executive benefit program or a comparable insurer acceptable to the Company. (k) The Executive shall be reimbursed by entitled to six weeks of paid vacation each fiscal year. (l) Notwithstanding anything herein to the Employercontrary, on terms and conditions that are substantially similar if the Company terminates the Executive's employment for Cause (as defined herein) or Executive resigns from the Company without Good Reason (as defined herein), in each case, prior to those that apply to other similarly situated executives the one-year anniversary of the EmployerStart Date, for reasonable out-of-pocket expenses for entertainmentExecutive shall repay to the Company any amounts paid pursuant to Section 3(d)(i) or Section 3(i) within ten (10) days of Executive's termination of employment; provided, travelfurther, meals, lodging to the extent permitted by applicable law and similar items which are consistent in accordance with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion Section 409A of the Employer’s businessInternal Revenue Code of 1986, as amended (the "Code"), if the Executive is required to repay any such amounts, then the Company shall be entitled to offset the required repayment amount against any compensation or other amounts due from the Company to the Executive. For the avoidance of doubt, none of the compensation or other benefits described in this section 3 or elsewhere in this Agreement shall be payable to the Executive if he does not commence work for the Company as its President and Chief Executive Officer.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the EmployerCompany, the Employer Company shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollows: (a) Executive shall be compensated paid a base salary at an annual rate of $290,000 450,000.00 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are of the Company then in effect from time to timeeffect. Beginning on January 1, 2012 For fiscal year 2015 and on each anniversary of such datesubsequent fiscal year during the Employment Period, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) Board for possible increase, but not decrease, with any such increase to be effective as of January 1 of the Board year of Directors of such adjustment. The Company retains the Company (the “Board”), and following such review, the discretion to review Executive’s Annual Base Salary may be adjusted upward but in prior to January of 2015, though there is no event will it be decreasedintended inference or agreement to do so. (b) Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer Company for each fiscal year ending during the Employment Period. Incentive Bonuses shall be as determined in the discretion of the Board, or as may be pursuant to a new annual incentive plan as may be adopted and in effect from time to time, with any applicable performance metrics and goals to be established by the Board after consultations with Executive. Executive’s initial target bonus shall be 70% of Annual Base Salary (“Target Bonus”), but may be greater or less based upon actual performance and Board determination. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months 60 days after the close of each the fiscal year in which it is earned, provided that any Incentive Bonus shall not be considered earned until the Board has made all determinations and taken all actions necessary to establish such Incentive Bonus. Executive’s Incentive Bonus for fiscal year 2013 shall be prorated on a per diem basis for the number of days employed during such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus divided by 365, and shall be determined by specific in the discretion of the Board based upon performance criteria established from time to time be mutually agreed upon by Executive and the Compensation CommitteeBoard within the first 45 days following the Effective Date. (c) Effective on the Effective Date, Executive shall receive an initial stock option award with respect to 1,500,000 shares of the Company’s common stock, which may be granted outside of the Company’s Stock Incentive Plan, as amended and restated March 5, 2012. The form of the award agreement shall be in the form attached hereto as Exhibit B, which provides for, (i) three-year vesting (1/3 vesting on the first anniversary of grant and the balance vesting in equal increments on a monthly basis thereafter), (ii) exercisability through the 10th anniversary of grant, subject to expiration following termination as provided herein, (iii) exercisability on a net basis, and (iv) an exercise price based upon the closing price of the Company’s common stock on the date of grant. (d) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans of the Company as may be in effect from time to time with respect to senior executives employed by the Employer Company in the United States, on as favorable a basis as provided to other similarly situated senior and performing executives. . (e) Executive and Executive’s dependents, as the case may be, shall be eligible to participate participate, subject to the terms thereof, in all pension and similar benefit plans (qualifiedand all medical, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, Company as may be in effect from time to time with respect to senior executives employed by the Employer Company in the United States, on as favorable a basis as provided to other similarly situated senior and performing executives. If the Company does not have in place a medical and dental insurance program, the Company shall pay to Executive a monthly amount equal to $3,560 to continue COBRA continuation coverage (including any spousal or family coverage, as may be applicable) through Executive’s prior employer, provided Executive remains eligible and elects such continuation coverage. (df) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, time off and holidays in accordance with and subject to the EmployerCompany’s vacation paid time off programs and policies relating to its employees in the United States as may be in effect during from time to time, provided that Executive shall be entitled to a minimum of 20 days of paid time off per fiscal year, accrued pro rata throughout the Employment Periodyear. Paid time off not taken in the fiscal year accrued shall not cumulate or be useable in any subsequent fiscal year, unless so provided in the Company’s paid time off programs and policies relating to its employees in the United States as may be in effect from time to time. (eg) Executive shall be eligible to be reimbursed by the EmployerCompany, on terms and conditions that are substantially similar to those that apply to other similarly situated and performing executives of employed by the EmployerCompany, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging lodging, and similar items which that are consistent with the EmployerCompany’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the EmployerCompany’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the EmployerExecutive’s base salary shall be a minimum of $600,000 per annum (as increased or decreased in accordance with this Agreement from time to time, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the EmployerCompany’s normal general payroll practices as are (in effect from time to time). Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall will be reviewed subject to annual review and increase or decrease (but not below the Base Salary in effect on the date of this Agreement) by the Compensation Committee (Board during the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedEmployment Period. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by participate in the Company’s auditorSenior Management Bonus Plan approved by the Board or a committee thereof, but as in no event later than two and one-half months after effect from time to time. In addition to the close of each such fiscal year. preceding, if Executive is a merchandise buyer, Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus bonus shall be determined by specific performance criteria pursuant to the bonus plan for merchandise buyers established prior hereto and in effect on the date hereof, as may be amended from time to time by the Compensation CommitteeBoard or a committee thereof. (c) If Executive remains continuously employed by the Company through the first anniversary of the Merger, then Executive shall be eligible entitled to participatereceive a retention bonus equal to $6,500,000 from the Company; provided that such Executive shall also be entitled to such bonus contemplated hereby in the event that Executive’s employment is terminated (i) due to Executive’s death or Disability or (ii) by the Company without Cause or by Executive for Good Reason, subject in each case prior to the terms and conditions or on such anniversary date. (d) The Board, or a committee or appointee thereof, during the term of this Agreement, shall review annually, or at more frequent intervals which the Board determines is appropriate, Executive’s compensation and may award Executive compensation as the Board deems appropriate in its sole discretion; provided, however, that Executive’s base salary shall not be reduced pursuant to any such review or otherwise. (e) Executive shall be entitled to four (4) weeks of paid vacation each calendar year in accordance with the Company’s policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year, except that during the remainder of the 2006 calendar year, Executive shall accrue four (4) weeks of paid vacation minus the amount of vacation Executive previously took in 2006 as of the date of this Agreement. (f) During the Employment Period, the Company shall reimburse Executive for all other incentive plans reasonable business expenses incurred by Executive in the course of performing Executive’s duties, responsibilities and programs, including such cash and deferred bonus programs and equity incentive plans as may be functions under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms Company’s requirements with respect to reporting and conditions thereofdocumentation of such expenses. (g) The Company shall provide Executive with the use of an automobile, as in effect at least comparable to the automobile provided to Executive prior to the date of this Agreement. Such automobile shall be replaced with a new model of comparable make and model from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivestime, but at least every three (3) years. The Company shall be responsible for all costs and expenses incurred in operation, maintenance, insurance and repair of such automobile. (dh) Executive shall be entitled to accrue vacation participate, on the same basis as other executives of comparable level in the Company, in any compensation, bonus, incentive, award, deferred compensation, pension, retirement, stock award, stock option or other benefit, plan or arrangement of the Company (including, without limitation, any plan sponsored by the entity owning or controlling the Company, or any affiliate of such entity) now existing or hereafter adopted; provided, however, the Company may restrict or exclude Executive’s participation in any such plan, or the benefits thereunder, on such terms and conditions as the Company shall in its sole discretion determine, if at any time Executive shall be working fewer than five days a rate week or on other part-time basis during regular business days. Executive also shall be entitled to hospital, health, disability, medical and life insurance, and any other benefits enjoyed, from time to time, by other salaried employees of no less than four (4the Company of comparable level, all upon terms as favorable as those enjoyed by other salaried employees of comparable level of the Company. Notwithstanding anything in this Section 3(h) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs contrary, if the Company adopts any change in the benefits provided for other salaried employees of the Company of comparable level, and policies as may such policy is uniformly applied to all such employees of the Company (and any successor or acquirer of the Company, if any), then no such change shall be in effect during deemed a breach by the Employment PeriodCompany of this Section 3(h). (ei) Executive shall will be reimbursed by the Employer, on terms indemnified and conditions that are substantially similar to those that apply to other similarly situated executives defended for acts performed (or omissions made) in Executive’s capacity as an officer or director of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with Company to the Employer’s expense reimbursement policy and actually incurred by Executive fullest extent specified in the promotion Company’s certificate of the Employer’s businessincorporation and bylaws and as permitted under Delaware law.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the EmployerExecutive’s base salary shall be a minimum of Six Hundred Thousand Dollars ($600,000.00) per annum (as increased or decreased in accordance with this Agreement from time to time, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the EmployerCompany’s normal general payroll practices as are (in effect from time to time). Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary will be subject to annual review and increase or decrease (but shall not be reviewed decreased below $600,000 per annum) by the Compensation Committee (Board during the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedEmployment Period. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by participate in the Company’s auditor, but in no event later than two and one-half months after the close Management Bonus Plan applicable to employees of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time comparable level with Executive as approved by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable Board or a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions committee thereof, as in effect from time to time time, with a target annual bonus of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”); provided, however, that, with respect to senior executives employed the bonus period within which the Commencement Date occurs (and subject to Executive’s meeting all requirements under the applicable bonus plan in such period, which, among other things, requires active employment on or before the last business day in October during each bonus period), the bonus payable to Executive, if any, will be prorated based on the number of days between the Commencement Date and the end of such bonus period divided by the Employer on total number of days in the bonus period. (c) The Board, or a committee or appointee thereof, during the term of this Agreement, shall review annually, or at more frequent intervals which the Board determines is appropriate, Executive’s compensation and may award Executive compensation as favorable a basis as provided the Board deems appropriate in its sole discretion; provided, however, that Executive’s Base Salary shall not be reduced pursuant to other similarly situated senior executivesany such review or otherwise. (d) Executive shall be entitled to accrue vacation at a rate of no less than four twenty-five (425) weeks paid vacation for days and a number of other paid time off days in each calendar year in accordance with the Company’s policies such that the total number of such days shall be equal to that applicable to employees of comparable level, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year, except that if Executive’s employment commences after January 31 of any calendar year, subject to Executive shall accrue the Employer’s vacation programs and policies as may be total number of paid time off days available for a calendar year pro rated for the number of full calendar months remaining in effect during the calendar year in which the Employment PeriodPeriod commences, divided by 12. (e) During the Employment Period, the Company shall reimburse Executive shall be reimbursed for all reasonable business expenses incurred by Executive in the Employercourse of performing Executive’s duties, on terms responsibilities and conditions that functions under this Agreement which are substantially similar consistent with the Company’s policies in effect from time to those that apply time with respect to travel, entertainment, business, and other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in connection with the promotion performance of his duties hereunder, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Xxxxxx XX Execution Version (f) Executive shall be entitled to participate, on the same basis as other executives of comparable level in the Company, in any compensation, bonus, incentive, award, executive medical reimbursement, deferred compensation, pension, retirement, stock award, stock option or other benefit, plan or arrangement of the EmployerCompany (including, without limitation, any plan sponsored by the entity owning or controlling the Company, or any affiliate of such entity) now existing or hereafter adopted, all upon terms at least as favorable as those enjoyed by other employees of comparable level of the Company. With regards to stock, stock option or other equity award referenced in the preceding sentence, Executive shall be eligible for an award commencing in May 2015 (if the Commencement date shall be earlier than May 1, 2015) or May 2016 (if the Commencement Date shall be after May 1, 2015 and before May 1, 2016) with a grant date valuation of up to One Hundred twenty Percent (120%) of Executive’s businessBase Salary for the preceding annual period, in each case pro-rated for the period of service if less than one year, such equity award to be a mix of restricted stock and stock options available under the equity plan applicable to Executive Vice Presidents at the time of reference. Notwithstanding the preceding, the Company may restrict or exclude Executive’s participation in any such plan, or the benefits thereunder, on such terms and conditions as the Company shall in its sole discretion determine, if at any time Executive shall be working fewer than five days a week or on other part-time basis during regular business days. Executive also shall be entitled to hospital, health, disability, medical and life insurance, and any other benefits enjoyed, from time to time, by other salaried employees of the Company of comparable level, all upon terms as favorable as those enjoyed by other employees of comparable level of the Company. Notwithstanding anything in this Section 3(f) to the contrary, if the Company adopts any change in the benefits provided for other employees of the Company of comparable level, and such policy is uniformly applied to all such employees of the Company (and any successor or acquirer of the Company, if any), then no such change shall be deemed a breach by the Company of this Section 3(f). (g) Executive shall be entitled to participate in the Company automobile program in effect from time to time on the same terms as made available to employees of comparable level. Currently, such program provides for a car allowance of Twenty-five Thousand Dollars ($25,000.00) per annum. (h) Executive will be indemnified and defended for all acts performed (or omissions made) in Executive’s capacity as an officer or director of the Company to the fullest extent specified in the Company’s certificate of incorporation and bylaws and as permitted under Delaware law. (i) For the period from the Commencement Date to the earlier of (x) twelve (12) months after the Commencement Date or (y) the time Executive sells his current primary residence at 0000 Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 (the “Current Home”) and relocates his primary residence to a non-temporary residence within reasonable commuting distance from the Company’s principal offices in Burlington, New Jersey (the “New Home”), the Company will reimburse to the Executive reasonable housing accommodations for Executive and his family (not to exceed $4,000.00 per month) (the “Housing Allowance”). Executive acknowledges that he will be solely responsible for the excess of the amount of Executive’s Xxxxxx XX Execution Version actual cost of housing accommodations over $4,000.00 per month. The Company shall also reimburse Executive for all applicable federal and state income and payroll taxes paid by Executive resulting from, and to the extent of, the inclusion of the Housing Allowance in his taxable income, payable in accordance with the Company’s general payroll practices and based on the highest applicable marginal state and federal income tax rates on a grossed up basis. Executive agrees to provide to the Company documentation showing that the reimbursed amounts are taxable at such rates for the year in question. The obligation of the Company to provide reimbursement for Executive’s federal tax liability will be adjusted to take into account the federal tax benefit, if any, of state income taxes applicable to the inclusion in taxable income of the amount of such amounts paid or reimbursed, regardless of the year in which such federal tax benefit is realized by Executive. Notwithstanding the preceding, or anything herein to the contrary, it is understood and agreed that the gross up of taxes hereunder shall only apply to reimburse Executive for taxes assessed or levied upon the Housing Allowance on a one-time basis and shall not apply to any tax assessed or levied against such reimbursement of taxes. In addition to the preceding, in the event that Executive sells, disposes of or otherwise relinquishes his Current Home and relocates to (and establishes his primary residence at) the New Home, in each case within eighteen (18) months of the Commencement Date, the Company shall pay Executive a relocation allowance of Two Hundred Thousand Dollars ($200,000.00) (“Relocation Allowance”) following Company’s receipt of satisfactory documentation regarding such relocation. Such Relocation Allowance shall be subject to applicable tax, if any, shall not be grossed up for tax purposes and shall be in lieu of any other payment or reimbursement for the costs of relocation by Executive from his Current Home including, without limitation, moving expenses, temporary housing expense, travel, loss on sale of current home, financing on purchase of new home, brokerage commissions, attorneys’ fees, title, insurance, income and employment tax and any other expense. (j) Executive shall be entitled to a Commencement Date Bonus equal to Two Hundred Thousand Dollars ($200,000.00) payable within fifteen (15) days after the Commencement Date. In addition, within forty-five (45) days after the Commencement Date, the Company shall pay to Executive an amount equal to all payments made by Executive from the date of this Agreement until Thirty (30) days after the Commencement Date in respect of continuation of health benefits after termination of Executive’s prior employment, fully grossed up for income taxes. (k) Executive shall be entitled to a Make Whole Bonus equal to Three Hundred Thousand Dollars ($300,000.00), reduced by Twenty-five Thousand Dollars ($25,000.00) for each month for which the number of months in the Covenant Period is less than twelve (12) by reason of early termination, release or otherwise. For the purposes hereof, the measurement of the duration of the Covenant Period shall be made without reference to the period for which Executive may be subject to any non-solicit obligation under the Kohl’s Agreement (hereafter defined). Such Make Whole Bonus shall be payable within fifteen (15) days after the Commencement Date. (1) Within thirty (30) days after the Commencement Date, Executive shall receive an initial equity grant with a valuation on the date of grant of Three Million Five Hundred thousand Dollars ($3,500,000.00). Such initial equity grant shall consist of restricted stock vesting in three tranches as follows: (i) Fifty Percent (50%) on the later of the Xxxxxx XX Execution Version Commencement Date or October 1, 2015; (ii) an additional Twenty-five Percent (25%) on October 1, 2016; and (iii) the remaining Twenty-five Percent (25%) on October 1, 2017. Executive shall execute a joinder to the Company’s Stockholders Agreement as a condition of receiving such grant. Furthermore, in addition to any restrictions contained in the Company’s Stockholders Agreement and Xxxxxxx Xxxxxxx Policy, Executive covenants and agrees not to, directly or indirectly, sell, transfer or otherwise distribute any portion of the first tranche prior to April 1, 2016 or more than Fifty Percent (50%) of the first tranche at any time prior to October 1, 2016. (m) Notwithstanding anything herein to the contrary, in the event Executive’s employment with the Company is terminated either voluntarily by Executive (other than for Good Reason) or for Cause by the Company within eighteen (18) months after the respective dates on which Executive receives payment under Section 3(i) and 3(j) above, Executive shall immediately repay to the Company the net after-tax amount of all amounts paid to Executive or on Executive’s behalf by the Company or reimbursed to Executive by the Company pursuant to said Section 3(i) and 3(j). Furthermore, if Executive’s employment with the Company is terminated either voluntarily by the Executive (other than for Good Reason) or for Cause by the Company prior to October 1, 2017, Executive shall immediately pay to the Company in cash as follows: (x) prior to October 1, 2016, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) and (y) after October 1, 2016 but before October 1, 2017, Two Million Six Hundred Twenty-five Thousand Dollars ($2,625,000.00), each representing the grant date value of restricted stock granted pursuant to Section 3(1) above which shall have vested prior to the termination date. (n) Notwithstanding any provision herein to the contrary, in the event the Company shall terminate this Agreement prior to the Commencement Date for any reason other than Cause (as defined above), then the Company shall pay Executive (i) the entire $300,000 Make Whole Bonus provided for in Section 3(k) above and (ii) an additional sum of One Million Dollars ($1,000,000.00) to compensate Executive for any foregone opportunity to receive equity either from his former employer or from the Company in lieu of any other remedy available to Executive in law or equity. Thereupon, this Agreement and all of its provisions shall cease and be of no further force and effect; provided, however, if such termination shall be for Cause, then no payment shall be due to Executive whatsoever.

Compensation and Benefits. Subject to the terms 2.1 Employee’s base salary as of January 1, 2020 will be $650,000 and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable paid in accordance with the Employer’s normal standard payroll practices as are in effect practice for its executives. Employee’s base salary may be increased from time to time. Beginning on January 1time at the discretion of the Board of Directors, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the its Compensation Committee (the “Compensation Committee”), or its delegate, as applicable. Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Employee, unless comparable reductions in salary are effective for all similarly situated executives of Employer. 2.2 Employee shall be eligible to participate in the Annual Performance Pay Plan and the Performance Unit Program, or any successor incentive plans approved by the Compensation Committee; provided, however, that all determinations relating to Employee’s participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee’s level of participation and payout opportunity, shall be made in the sole discretion of the person or committee to whom such authority has been granted pursuant to such plan’s terms. 2.3 Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; including, but not limited to, travel, entertainment, subscriptions and dues associated with Employee’s membership in professional, business and civic organizations; provided that such expenses are incurred and accounted for in accordance with Employer’s applicable policies and procedures. Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in another calendar year. Any reimbursement provided hereunder shall be paid no later than the earlier of (i) the time prescribed under Employer’s applicable policies and procedures, or (ii) the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. 2.4 Employee shall be allowed to participate, on the same basis generally as other executive employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer to all or substantially all of Employer’s similarly situated executive employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non‑qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs. While employed by Employer, Employee shall be eligible to receive awards under the Halliburton Company Stock and Incentive Plan (“SIP”) or any successor stock-related plan adopted by the Board of Directors. Employee’s participation in and benefits under such plans or programs may not be decreased without the approval of the Board of Directors Directors, its Compensation Committee or its delegate, as applicable. 2.5 As of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participateEffective Date, subject to the terms and conditions thereofof the SIP and the applicable award agreements, Employee shall be awarded (i) Halliburton Company restricted stock with a grant date value of $700,000 to vest 20% annually over a five (5) year period, (ii) nonqualified stock options to purchase shares of Halliburton Company common stock with a grant date value of $300,000 that vest 33 1/3% annually over a three (3) year period, and (iii) a restoration grant of Halliburton Company restricted stock with a grant date value of $3,000,000 to vest 100% after a three (3) year period, in each case beginning with the grant date of the award. Employee agrees that all awards of Halliburton Company restricted stock, restricted stock units and/or nonqualified stock options shall be subject to the other terms and conditions of the SIP as contained in the applicable award agreement. Employee also agrees that the foregoing shall not be construed as a guarantee with respect to the type, amount or frequency of future awards, if any, such decisions being solely within the discretion of the Compensation Committee, or its delegate, as applicable. 2.6 Employer shall not, by reason of this Article 2, be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any incentive plans and programscompensation, including employee benefit or stock or stock option program or plan, so long as such cash and deferred bonus programs and equity incentive plans actions are similarly applicable to covered employees generally. 2.7 Employer may withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be in effect from time required pursuant to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesany law or governmental regulation or ruling. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 As compensation for his services to Employer, Employer, through its wholly-owned subsidiary, Emrise Electronics, Ltd. (the “Annual Base SalaryEmrise Electronics”), which shall be pay to Executive an annual base salary of £180,000, payable in equal monthly payments in accordance with the Employer’s normal regular payroll practices as are in effect from time to timepolicy for salaried employees (the “Salary”). Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company Employer (the “Board”), ) shall perform an annual review of Executive’s Salary based on a review of Executive’s performance of his duties prepared by Employer’s CEO and following such reviewEmployer’s other compensation policies. After review and recommendation by the CEO, the Annual Base Salary may be adjusted upward but in no event will it be decreasedCompensation Committee shall recommend compensation changes for the Executive to the Board for approval. (b) In addition to the foregoing Salary, Executive shall be entitled to receive performance based eligible for an annual incentive bonuses bonus (each, the “Incentive Bonus”) from based on the review and recommendation of the CEO in compliance with criteria determined by the Compensation Committee and in accordance with the Bonus Plan adopted by the Employer for each fiscal year ending during in January 2013 which his set forth as Appendix II, the Employment PeriodCompensation Committee will make a recommendation to the Board. Any such The Incentive Bonus shall be paid to Executive within thirty payable annually in cash and/or equity, following the date on which Employer’s Form 10-K for the previous fiscal year is filed with the Securities and Exchange Commission (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee“SEC”). (c) Upon Executive’s furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be eligible to participate, subject to the terms reimbursed for such costs and conditions thereof, expenses in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time accordance with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and ExecutiveEmployer’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesnormal expense reimbursement policy. (d) Executive shall be entitled to accrue vacation at a rate participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer’s policy, for other senior executive officers of no less than four (4) weeks Employer, with premiums for all such insurance for Executive and his dependents to be paid vacation for each calendar yearby Employer, subject to the customary employee contributions and in amounts consistent with Employer’s vacation programs and policies as may be policy in effect during the Employment Period.U.K. (e) Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer, to the extent offered by Employer, and in amounts consistent with Employer’s policy in the U.K. (f) Executive shall be reimbursed entitled to twenty-five (25) working days’ paid vacation in each calendar year in addition to public holidays in the United Kingdom. Executive shall also be entitled to other paid or unpaid leaves of absence consistent with Employer’s normal policies for other senior executive officers of Employer or as otherwise approved by the EmployerBoard. (g) Executive shall be provided a monthly car allowance in the amount of at least £460 or the provision of a “company car”, on terms and conditions that are substantially similar to those that apply to other similarly situated executives as recommended by the Chief Executive Officer of the EmployerEmployer to the Compensation Committee of the Board, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent in accordance with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion U.K. (h) Employer shall purchase and maintain in effect a directors’ and officers’ liability insurance policy with a minimum limit of the Employer’s businessliability equal to non-executive directors and shall enter into an indemnification agreement with Executive upon terms and conditions mutually acceptable to Employer and Executive.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be $245,000 per annum or such higher rate as the CEO may determine from time to time (as adjusted from time to time based on annual review by the terms and conditions of this AgreementCEO, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices. In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate entitled to participate in the Company’s and QubicaAMF Companies’ incentive equity program and to receive employee benefits consistent with other senior executives and which are substantially similar to, and no less favorable, in the aggregate than such benefits received by Executive as of $290,000 immediately prior to the Effective Date as a Tier I Manager under the AMF Senior Manager Benefit Program, including, but not limited to, health, dental, life, disability and paid vacation (the “Annual Base SalaryBenefit Plan”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , the Company shall be paid to reimburse Executive within thirty (30) days for all reasonable expenses incurred by him in the course of the completion of the annual audit by performing his duties and responsibilities under this Agreement which are consistent with the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be policies in effect from time to time with respect to senior executives employed by travel, entertainment and other business expenses, subject to the Employer on as favorable a basis as provided Company’s requirements with respect to other similarly situated senior executives. reporting and documentation of such expenses. (c) In addition to the Base Salary, Executive and Executive’s dependents, as the case may be, shall be eligible to participate receive a bonus each year based upon annual targets set by the CEO in all pension his discretion which targets shall take into account the Company’s and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, the QubicaAMF Companies’ EBITDA and other similar welfare benefit plans and programs of performance goals including incentive compensation for the Employerfull fiscal year that began July 4, subject to the terms and conditions thereof, as in effect from time to time 2005; provided that with respect to senior executives employed by the Employer on first year for which Executive is eligible for a bonus, such bonus shall be for the six month fiscal year ending December 31, 2005. Executive’s target bonus each year shall be not less than 50% of his Base Salary then in effect (the “Target Salary Percentage”), but Executive shall be eligible to earn up to 75% of his Base Salary then in effect for results exceeding performance targets. Bonuses are earned as favorable of the last day of each calendar year (the “Determination Date”) and shall be paid promptly after delivery of the Company’s audited financial statements for the year in which the bonus is earned. Notwithstanding the foregoing, if Executive dies, becomes Disabled (as defined below) or is terminated without Cause or resigns for Good Reason after the end of a basis calendar year but prior to Executive receiving the bonus payment earned in the calendar year prior to such event, Executive (or Executive’s estate) shall be entitled to any such bonus payment. In addition, if Executive dies, becomes Disabled or is terminated without Cause or resigns for Good Reason, then the determination of whether Executive has earned a bonus for the calendar year in which such event occurs shall be determined (i) as provided if the last day of the month immediately preceding the month in which such event occurs is the Determination Date (i.e., comparing the actual financial results of the Company and the QubicaAMF Companies for such short period to other similarly situated senior executivesthe budgeted financial results of the Company and the QubicaAMF Companies for such short period) and (ii) applying a pro rata portion of the Target Salary Percentage based upon the portion of such calendar year that has elapsed prior to such deemed Determination Date. (d) Executive The Company and the QubicaAMF Companies shall be entitled to accrue vacation at a rate deduct or withhold from any amounts owing from the Company or any of no less than four the QubicaAMF Companies to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (4“Taxes”) weeks imposed with respect to Executive’s compensation or other payments from the Company or any of the QubicaAMF Companies, including, without limitation, wages, bonuses, dividends, the receipt or exercise of stock options and/or the receipt or vesting of restricted stock. In the event the Company or any QubicaAMF Company does not make such deductions or withholdings, Executive shall indemnify the Company and the QubicaAMF Companies for any amounts paid vacation for each calendar yearwith respect to any such Taxes, subject to the Employer’s vacation programs together with any interest, penalties and policies as may be in effect during the Employment Periodrelated expenses thereto. (e) Executive For purposes of this Agreement, “EBITDA” shall be reimbursed by the Employermean earnings before interest, on terms taxes, depreciation and conditions that are substantially similar to those that apply to other similarly situated executives of the Employeramortization, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent determined in accordance with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessUnited States generally accepted accounting principles consistently applied.

Compensation and Benefits. Subject to The Purchaser will, or will cause the terms and conditions of this AgreementCompany to, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Dateprovide each Continuing Employee with: (ai) Executive shall be compensated at an annual rate of $290,000 during the period beginning immediately following the Closing Date and ending twelve (12) months thereafter (the “Annual Base SalaryContinuation Period”), which a base wage rate or salary that is, for each Continuing Employee, at least as favorable as was provided to such employee immediately prior to the Closing Date; (ii) (A) for 2010, the Purchaser will retain the Company’s existing bonus program; and (B) for 2011, the Purchaser will offer a bonus program similar to the Company’s existing bonus program (the “2011 Bonus Plan”) but, for the avoidance of doubt, with awards made at the discretion of the Company (but including a “target” annual bonus pool commensurate with the target annual bonus pool established for Business Employees under the 2010 Bonus Plan) and consistent with the Purchaser’s bonus policies and practices. Notwithstanding the foregoing, in the event the Closing has not occurred by December 1, 2010 and it is readily apparent that the Closing will not occur on or prior to January 1, 2011 (a “Delayed Closing Event”), the Seller Parties may establish and communicate the terms of the 2011 Bonus Plan to employees of the Company, on terms materially consistent (including performance conditions) with those applicable to employees of the Company under the 2010 Bonus Plan (including a “target” annual bonus pool commensurate with the target annual bonus pool established for Business Employees under the 2010 Bonus Plan) and Schedule 7.4(b)(ii). In such event the Seller Parties will consult with Purchaser regarding any applicable deferral terms applicable to bonus payments under the 2011 Bonus Plan; provided that such deferral terms, if any, shall be payable no less favorable to the Company employees than was applicable under the 2010 Bonus Plan; (iii) during the Continuation Period, eligibility to participate in employee benefit plans, programs, policies and similar arrangements (whether or not subject to ERISA) that are substantially comparable in the aggregate to those employee benefit plans, programs, policies and similar arrangements provided to such employee immediately prior to the Closing Date (any such employee health and welfare benefit plans of the Purchaser, the Company or their Subsidiaries in which Continuing Employees become eligible to participate after the Closing Date shall be referred to hereinafter as “Purchaser Welfare Plans”); and (iv) during the Continuation Period, severance payments to each eligible Continuing Employee in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning terms set forth regarding severance on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”Schedule 7.4(b)(iv), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, the Employer shall compensate Executive for Executive’s services as follows: (a) For the period January 1, 2019 through the Effective Date (the “Transition Period”) and continuing thereafter during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of three hundred fifty thousand dollars ($290,000 350,000) (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are of the Employer then in effect from time to timeeffect. Beginning on January 1, 2012 2020, and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward increased but in no event will it be not decreased. (b) For the Transition Period and continuing thereafter during the Employment Period, while Executive is employed by the Employer, Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period, subject at all times to the discretion of the Board. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual respective fiscal year audit by the CompanyEmployer’s auditor, but in no event later than two and one-half (2½) months after the close of each such fiscal year. During the Transition Period and continuing thereafter during the Employment Period, Executive’s aggregate target Incentive Bonus opportunity shall be not less than at least one hundred thirty percent (130%) of Annual Base Salary, ninety percent (90%) of which shall be targeted as cash and forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be targeted as equity under the Employer’s equity incentive programs as may be in effect at the time (the “Target Bonus”), subject to such performance objectives as determined by specific performance criteria established the Board from time to time by the Compensation Committeetime. (c) As soon as reasonably practicable following the beginning of the Transition Period, but no later than January 15, 2019, Executive shall receive an award of restricted stock units (“RSUs”) with a grant date fair market value of five hundred thousand dollars ($500,000) as determined by the Board. The RSUs shall vest in approximately equal installments January 1 in each of calendar years 2020 through 2023; provided, however, that fifty percent (50%) of the award shall also be subject to a performance threshold, as determined by the Board. The RSUs shall be subject to the terms and conditions of the Employer’s equity incentive programs as may be in effect at the time. (d) Beginning with calendar year 2020 and continuing for each subsequent calendar year during the Employment Period, Executive shall be eligible to defer a maximum of fifty thousand dollars ($50,000) under the Employer’s deferred compensation programs or plans as may be in effect from time to time. The Employer shall provide a matching contribution of one hundred percent (100%) for any such elective deferral by Executive, up to a maximum matching contribution by the Employer of twenty five thousand dollars ($25,000) per year. (e) Executive shall be eligible for short-term and long-term disability coverage under the Employer’s short and long-term disability programs as may be in effect during the Employment Period, in addition to Disability Benefit Payments for the one (1) year period following the date of such Disability. The Executive Committee of the Board of Directors of the Employer shall determine whether and when Executive has incurred a Disability. (f) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other pension, welfare benefit, and incentive plans and programsprograms of the Employer, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer Employer, on as favorable a basis as provided to other similarly situated senior executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate participate, subject to the terms thereof, in all pension and similar benefit plans (including qualified, non-qualified qualified, and supplemental)supplemental plans) and all medical, profit sharingdental, 401(k), as well as all medical and dentalvision, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, Employer as may be in effect from time to time with respect to senior executives employed by the Employer Employer, on as favorable a basis as provided to other similarly situated senior executives. (dg) Executive shall be entitled to accrue vacation paid time off (“PTO”) at a rate of no less than four (4) weeks paid vacation for each 232 hours of PTO per calendar year, subject to the Employer’s vacation PTO programs and policies, including the QCRH Sabbatical Program, as may be in effect during the Employment Period. (h) Executive shall be eligible for perquisites and reimbursement of reasonable business expenses subject to the Employer’s programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to a. Effective the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employerdate hereof, the Employer Company shall compensate Executive for Executive’s services as follows for periods following pay the Effective Date: (a) Executive shall be compensated Employee a salary at an annual a rate of $290,000 (the “Annual Base Salary”), which shall 75,000.00 per year to be payable paid in accordance with the Employer’s normal payroll salary payment practices as are in effect from time to timeof the Company. Beginning The Compensation Committee shall review the Employee's salary at least annually (on January July 1, 2012 1999, for the first review) and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by may increase the Employee's base salary if the Compensation Committee (the “Compensation Committee”) determines in its sole discretion that an increase is appropriate. b. The Employee shall participate in a bonus program and shall be eligible to receive quarterly or annual payments of a performance bonus based upon achievement of targeted levels of performance and such other criteria as the Board of Directors of the Company (shall establish from time to time pursuant to the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedbonus program. (b) Executive c. The Employee shall be entitled to receive performance based annual incentive bonuses (eachparticipate in all retirement, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days welfare, deferred compensation, life and health insurance and other benefit plans or programs of the completion Company now or hereafter applicable to the Employee or applicable to all employees of the annual audit by Company generally. d. The Board of Directors agrees to grant to the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) Employee as of the Annual Base Salarydate hereof a non-qualified stock option (the "Option") to purchase 6,819 shares of Common Stock of the Company for no consideration per share, of which Incentive Bonus 50% shall vest immediately and the remainder shall vest on the first anniversary of the date hereof. The parties agree that the Option will be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereofof the Maxxis Group, in all other incentive plans Inc. 1998 Stock Option Plan and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time that the parties will enter into a stock option agreement to time with respect to senior executives employed by memorialize the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as grant of the case may be, Option. e. The Company shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and reimburse the Employee for reasonable travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive the Employee that are directly related to the Employee's duties set forth in this Agreement; provided, however, that the promotion Employee must timely submit written documentation of such expenses in a form acceptable to the Company and the Employee shall have otherwise complied with all other accounting practices of the Employer’s businessCompany.

Compensation and Benefits. Subject The Employee shall be entitled to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Datebenefits: (a) Executive The Company shall be compensated at an annual rate of $290,000 pay to the Employee, and the Employee hereby accepts, a salary (the “Annual Base Salary”), which shall ) at the rate of US$165,000 per annum. The Employee’s salary may be payable in accordance with the Employer’s normal payroll practices as are in effect increased from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (during the “Board”)term of the Agreement and, and following upon any increase; such review, increased salary shall then become the Annual Base Salary. The Base Salary may shall be adjusted upward but payable in no event will it be decreasedequal bi-monthly installments in arrears. (b) Executive The Employee shall be entitled to receive performance based annual incentive bonuses participate in Golden Star’s Second Amended and Restated 1997 Stock Option Plan and in any successor option plan (each, the “Incentive BonusOption Plan”). (c) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus The Employee shall be paid entitled to participate in Golden Star’s Executive Management Performance Bonus Plan and in any successor bonus plan. (d) The Company shall reimburse the Employee for all reasonable and documented travel, entertainment and other business expenses actually and properly incurred by him in connection to his duties hereunder. The Employee shall render expense accounts requesting reimbursements of his expenses hereunder within thirty (30) days a reasonable period of time following such expense and in accordance with such documentation and verification as the President and Chief Executive Officer of the completion Company may from time to time require. (e) The Employee shall be entitled to participate in such of the annual audit by the Company’s auditoror Golden Star’s benefit and deferred compensation plans as are from time to time available to executive officers of the Company or Golden Star, but including medical and dental health plans, life and disability insurance plans, supplemental retirement programs and other fringe benefit plans (provided, however, that the Employee’s benefits may be modified or the Employee may be denied participation in no event later than two and oneany such plan because of a condition or restriction imposed by law or regulation or third-half months after the close of each such fiscal year. Executive’s target Incentive Bonus party insurer or other provider relating to participation). (f) The Employee shall be not less than forty percent (40%) entitled to participate in any and all applicable group savings or retirement plans, or other fringe benefits of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria Company or Golden Star as established from time to time by the Compensation Committee. (c) Executive shall be in which executive officers are eligible to participate, subject to provided that the terms and conditions thereof, in Employee shall have fulfilled all other incentive plans and programs, including eligibility requirements for such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesbenefits. (dg) Executive The Employee shall be entitled to accrue vacation at a rate of no less than four (4) weeks of paid vacation for during each calendar year, subject to the Employer’s vacation programs and policies year of employment hereunder at such time or times as may be selected by the Employee and approved by the President and Chief Executive Officer or the Chief Financial Officer of the Company, and as are in effect during accordance with the Employment Period. (e) Executive Company’s policies and reasonable operating requirements. The Employee shall be reimbursed entitled to all public holidays observed by the Employer, on terms and conditions that are substantially similar Company’s office to those that apply to other similarly situated executives a maximum of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessten (10) days per annum.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive 's base salary shall be compensated at an annual rate of $290,000 550,000 per annum (the “Annual "Base Salary”"), which salary shall be payable by the Company in regular installments in accordance with the Employer’s normal Company's general payroll practices as are in effect from time to time. Beginning During the period beginning on January 1the Start Date and ending December 31, 2012 and on each anniversary of such date2023, Executive’s rate of Annual the Base Salary shall be reviewed by pro rated on an annualized basis. In addition, during the Compensation Committee (the “Compensation Committee”) Employment Period, Executive shall be entitled to participate in all of the Board of Directors Company's employee benefit programs for which senior executive employees of the Company (Group are generally eligible, including vacation and paid time off, in accordance with the “Board”), terms and following such review, conditions of the Annual Base Salary may be adjusted upward but in no event will it be decreasedapplicable plans and policies. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , the Company shall be paid to reimburse Executive within thirty (30) days of the completion of the annual audit for all reasonable business expenses incurred by Executive while performing Executive’s duties and responsibilities under this Agreement which are consistent with the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be 's policies in effect from time to time with respect to senior executives employed by travel, entertainment and other business expenses subject to the Employer Company's requirements with respect to reporting and documentation of such expenses. (c) For the period from the Start Date and ending on as favorable a basis as provided to other similarly situated senior executives. December 31, 2023, Executive and Executive’s dependents, as the case may be, shall be eligible to receive an annual incentive payment (the "Bonus Amount") based on a target bonus opportunity of 100% of 2023 prorated Base Salary (up to a maximum of 150% of 2023 prorated Base Salary, and as may be otherwise approved or changed by the Board) based upon Executive's performance and the Company's achievement of certain objectives as determined by the Board (the "Incentive Targets"). The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee determines whether and to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus Amount, if any, was earned. Beginning with calendar year 2024, Executive shall be eligible to receive an annual Bonus Amount based on a target bonus opportunity of 100% of Base Salary (up to a maximum of 150% of Base Salary) based upon Executive's performance and the Company's achievement of the applicable Incentive Targets or as otherwise approved or changed by the Board from time to time. The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee determines whether and to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus Amount, if any, was earned. (d) Executive will receive a one-time equity grant on or as soon as reasonably practicable following the Start Date under the EVgo Inc. 2021 Long Term Incentive Plan (the “LTIP”) valued at $6,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date). 50% of the grant will be in the form of time-based restricted stock units (“RSUs”) and 50% of the grant will be in the form of performance-based restricted stock units (“PSUs). The RSUs will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to Executive’s continued employment through the vesting date. The PSUs will vest subject to satisfaction of a time condition and a performance condition as follows: (i) 1/3rd of the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $6 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. (ii) 1/3rd of the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $8 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. (iii) 1/3rd of the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $10 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. The RSUs and PSUs will be subject to approval by the Board and to the terms of definitive documentation governing the award and the terms of the LTIP. (e) For 2023, on or as soon as reasonably practicable following the Start Date, Executive will also receive an additional grant of restricted stock units and options under the LTIP on terms consistent with awards of restricted stock units and options to other senior members of management. The additional grant will be valued at $4,000,000 multiplied by a fraction, the numerator of which is (x) the number of days following the Start Date through December 31, 2023 and the denominator of which is (y) 365, with (i) the number of shares underlying the restricted stock units in such grant being based on the 20-day VWAP preceding the Effective Date, (ii) the strike price of the options in such grant being based on the greater of the 20-day VWAP preceding the date of grant and the closing price on the date of grant, and (iii) the number of shares underlying the option in such grant being based on the Black Scholes value on the date of grant. Such additional grant will consist 60% of restricted stock units and 40% of options. Executive will be eligible for awards under the LTIP in future years in as determined by the Board or the compensation committee of the Board. (f) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company Group. (g) Nothing in this Agreement supersedes or overrides Executive’s ability to participate in all pension the Company’s Change in Control and similar benefit plans Severance Plan (qualified, non-qualified the “CIC Plan”) or be party to a Participation Agreement thereunder (“Participation Agreement”); Executive is expected to be a participant under the CIC Plan and supplemental), profit sharing, 401(k), as well as all medical receive a Participation Agreement and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, be wholly subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging CIC Plan and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessParticipation Agreement.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive During the Term, you shall be compensated receive a salary for performance of your obligations under this Agreement at an annual initial rate of $290,000 (the “Annual Base Salary”)260,000 per year, which shall be payable in accordance such manner as is consistent with the Employer’s normal Company's payroll practices for executives and subject to increase (but not decrease) by the Board of Directors in its sole discretion. Such salary, as are in effect it may be adjusted from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual is hereinafter referred to as the "Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedSalary." (b) Executive During the Term, you shall have the benefit of and be entitled to receive performance based annual incentive bonuses (eachparticipate in such employee benefit plans and programs, including life, disability and medical insurance, savings, retirement and other similar plans, as the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established Company now has or hereafter may establish from time to time by time, and in which you are entitled to participate pursuant to the Compensation Committeeterms thereof. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the Company from modifying or terminating any such plans, and no such action or failure thereof shall affect this Agreement. (c) Executive During the Term, you shall be eligible entitled (i) to participateparticipate in the Company's Management Incentive Compensation Plan or any successor thereto each year in accordance with criteria and for amounts approved by the Board of Directors, subject except as may otherwise be delegated to the terms Compensation Committee or other relevant committee, and conditions thereof(ii) to be granted options to acquire stock of the Company or other equity awards, in all other incentive plans and programsto the extent (if any) approved by the Compensation Committee or the relevant committee, including such cash and deferred bonus programs and under the Company's stock option or equity incentive plans as may be in effect from time to time (all such options and equity awards, "Awards"). Without limiting the foregoing, you shall have a minimum targeted bonus for each fiscal year of 35% of your Base Salary (with respect to senior executives employed by the Employer actual payment of any bonus being dependent on your or the Company's achievement of targeted objectives except as favorable a basis as provided to other similarly situated senior executivesotherwise set forth in this Agreement). Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs Each of the Employer, subject actual annual bonuses paid to the terms and conditions thereof, you each year is hereinafter referred to as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesan "Annual Bonus." (d) Executive You shall be entitled to accrue vacation at payments and benefits in connection with a rate Change of no less than four Control Termination (4as defined in Exhibit A hereto) weeks paid vacation for each calendar year, subject and to certain additional payments if you are subjected to the Employer’s vacation programs and policies federal excise tax on excess parachute payments, as may be more fully set forth in effect during the Employment Period.Exhibit A. (e) Executive To the extent that any payment hereunder or under any plan, program or policy is determined to be nonqualified deferred compensation that is noncompliant with Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"), and is therefore subject to additional taxes and penalties, the Company shall provide you with additional payments as more fully set forth in Exhibit A. Any reference to Section 409A shall be reimbursed by deemed to include any applicable guidance that has been provided thereunder. (f) You shall be entitled to a minimum of four weeks of vacation each calendar year during the EmployerTerm. To the extent that Company policy provides additional vacation days, on terms and conditions that are substantially similar you shall also be entitled to those that apply such additional vacation days. Any unused vacation days in any one year shall carry over to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent next calendar year. (g) The Company will provide you at its expense with an annual physical examination each year during the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessTerm.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while 4.01. Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: will be paid an annualized base salary (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual "Base Salary”") of Three Hundred Seventy Five Thousand and no/100 Dollars ($375,000.00), which . Executive's base salary shall be payable in accordance with the Employer’s equal installments pursuant to Company's normal payroll practices procedures and dates. Company's Board of Directors shall review Executive's base salary compensation at least annually, generally at the conclusion of the Company's fiscal year. Any increase in Executive's base salary shall be made within Company's sole judgment and discretion and shall be based on an analysis of total compensation paid to a president and chief executive officer or such other comparable position of entities comparable to the Company within this region and any other criteria Company determines are appropriate. Such adjusted annual salary then shall become the Executive's "Base Salary" for purposes of this Agreement. The Executive's annual Base Salary shall not be reduced after any increase, without the Executive's written consent. 4.02. Executive shall be eligible to receive such fringe benefits as are in effect are, and may be, made available to any other executive employee of Company from time to time. Beginning on January 1Such benefits may include, 2012 but are not limited to, a medical and on each anniversary of such datedental plan, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”)short-term disability plan, long-term disability plan, profit sharing and nonqualified deferred compensation arrangements, and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) a life insurance plan. Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit covered by the Company’s auditor's life insurance plan during the Term of this Agreement, but such coverage to be in an amount equal to no event later less than two times Executive's Base Salary and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time paid for by the Compensation CommitteeCompany. Executive and his dependents shall become covered under the Company's group health benefits plan subject to the contribution and election requirements applicable to other executive employees. (c) 4.03. Executive shall be eligible to participate, subject receive annual incentive bonus compensation for the previous year upon achievement of preestablished personal and overall Company goals and/or other criteria as are determined and approved by Company's Board of Directors. Any bonus payments shall be made within ninety (90) days following the completion of each fiscal year. Any dispute between Executive and COMPANY as to the terms and conditions thereofamount of, or entitlement to, any bonus shall be promptly addressed by the Compensation Committee of Company's Board of Directors. Unresolved disputes shall be submitted to arbitration in Minneapolis, Minnesota, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time accordance with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs applicable rules of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesAmerican Arbitration Association. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while the Company will pay and provide Executive as compensation for Executive's services pursuant to this Agreement the consideration specified and determined in accordance with this Section 3, in each case subject to all withholdings required by applicable law. a. The Company will pay Executive a base salary (the "Salary") of $400,000.00 per annum payable in equal bi-weekly installments. In addition, the Company will pay Executive bonus compensation ("Annual Bonus") to the extent it is awarded to him under and subject to the terms of the ARCap Annual Senior Management Bonus Compensation Plan, as amended from time to time (the "Bonus Plan"). b. Executive may also be awarded additional deferred compensation under one or more plans or programs established by the Company (including but not limited to the ARCap Fund I Senior Management Incentive Compensation Plan, the ARCap Fund II Senior Management Incentive Compensation Plan and the ARESS Mortgage Incentive Compensation Plan) or CharterMac and its affiliates from time to time (the "Deferred Compensation Plans"). Amounts, if any, payable to Executive under the terms of the Deferred Compensation Plans shall be governed solely by the terms of the Deferred Compensation Plans and awards made thereunder. c. The Company will pay Executive an automobile allowance of Five Hundred Dollars ($500.00) per month, for each month Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date:Company pursuant to this Agreement. (a) d. Executive shall be compensated entitled to twenty (20) days vacation per year for each year this Agreement is in effect. All vacation shall be taken at an annual rate such times as shall be agreed upon by the Chief Executive Officer of $290,000 (CharterMac. In the “Annual Base Salary”)event of a termination of this Agreement, which no amount shall be payable to the Executive for any accrued but not yet taken vacation time. Executive's right to carry over unused vacation days to subsequent years shall be subject to and limited by CharterMac's policy regarding the carry over of unused vacation days in accordance with effect for similarly situated executives. e. Executive will be entitled to participate in any fringe benefit and other employee benefit plans and programs available to salaried employees of the Employer’s normal payroll practices Company as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall to the extent that Executive may be reviewed by eligible to do so under the Compensation Committee (the “Compensation Committee”) applicable provisions of the Board of Directors of the Company (the “Board”), plans and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedprograms. (b) f. Executive shall be entitled to receive reimbursement of amounts incurred by him in connection with the performance based annual incentive bonuses by him of his duties and obligations hereunder in accordance with the Company's expense reimbursement policy (each, the “Incentive Bonus”) from the Employer "Reimbursable Amounts"). Executive shall apply for each fiscal all reimbursements for a particular calendar year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty not later than forty-five (3045) days of the completion of the annual audit by the Company’s auditorafter it ends, but in no event and payment shall occur not later than two and one-half months after the close end of each such fiscal year. Executive’s target Incentive Bonus the calendar year to which the Reimbursable Amounts relate. g. Provided Executive is insurable at normal risk rates, The Company shall provide Executive with a term life insurance policy in the amount of Three Million Dollars ($3,000,000.00) and Executive or his designee shall be not less than forty percent the owner of such policy and shall be entitled to name the beneficiary of any insurance proceeds payable thereunder. h. The Company shall also provide Executive with supplemental long term disability insurance which will provide Executive with a full disability benefit of Fifteen Thousand Dollars (40%$15,000.00) per month after an exclusion period of ninety (90) days and otherwise on substantially the same terms as are set forth on the attached Exhibit C (the "Disability Coverage"). During the ninety (90) day exclusion period, the Company will pay Executive his full Salary. i. Executive will be granted, effective as of the Annual Base SalaryEffective Date 255,003 shares of restricted common stock of CharterMac (collectively, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c"Stock Grant") Executive shall be eligible to participate, under and subject to the terms of the CharterMac Amended and conditions thereofRestated Incentive Share Plan (the "Plan"). The Stock Grant shall vest and become exercisable over the course of four years in four equal cumulative installments of 25% on each of the first four anniversaries of the date of grant, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives provided that Executive is continuously employed by the Employer Company on as favorable a basis as provided to other similarly situated senior executiveseach such vesting date. Executive and Executive’s dependentsOnce vested, as the case may be, Stock Grant shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental)forfeitable. Except to the extent otherwise provided in this Agreement, profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, Stock Grant shall be subject to the terms of the applicable award agreement(s) from CharterMac evidencing the Stock Grant; provided, however, that, notwithstanding anything to the contrary contained in the documents governing the Stock Grant, upon (x) a Change of Control (as defined below) or (y) Executive's termination of employment with the Company and conditions thereofits affiliates, as the Stock Grant shall immediately vest in effect from time to time with respect to senior executives employed full, unless such termination is by the Employer on as favorable a basis as provided to other Company or any of its affiliates for Cause or by Executive without Good Reason, in which event any unvested portion of the Stock Grant shall be forfeited. The award agreement(s) will be in the form generally used for similarly situated senior executivesemployees. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during During the Employment Period, while Executive is employed by the EmployerCompany, the Employer Company shall compensate Executive for Executive’s services as follows for periods following the Effective Datefollows: (a) Executive shall be compensated paid a base salary at an annual rate of Four Hundred and Sixty-Eight Thousand Dollars ($290,000 468,000) (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are of the Company then in effect from time to timeeffect. Beginning on January 1, 2012 and on each anniversary of such dateEach year during the Employment Period, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee Board to determine if any increase (the “Compensation Committee”but not decrease) is appropriate, with any such increase to be effective as of July 1 of the Board year of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedadjustment. (b) Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer Company for each fiscal year ending during the Employment Period. Incentive Bonuses shall be established and determined in accordance with the Company’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the Board. Executive’s target Incentive Bonus opportunity shall be forty-five percent (45%) of Annual Base Salary (the “Target Bonus”), subject at all times to the discretion of the Board. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target the year in which it is earned, provided that any Incentive Bonus shall not be not less than forty percent (40%) of considered earned until the Annual Base Salary, which Board has made all determinations and taken all actions necessary to establish such Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation CommitteeBonus. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans of the Company as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior executivesand performing executives (excluding participation in any non-qualified retirement or deferred compensation programs, unless specifically selected for participation by the Company). During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate participate, subject to the terms thereof, in all pension tax qualified retirement and similar benefit plans (qualifiedand all medical, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, Company as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior and performing executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, in accordance with and subject to the EmployerCompany’s vacation programs and policies as may be in effect during the Employment Periodfrom time to time. (e) Executive shall be eligible to be reimbursed by the EmployerCompany, on terms and conditions that are substantially similar to those that apply to other similarly situated and performing executives of employed by the EmployerCompany, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging lodging, and similar items which that are consistent with the EmployerCompany’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the EmployerCompany’s business. (f) Executive shall be provided an automobile for Executive’s business use. The automobile provided shall be determined by the Board or its delegate in its sole discretion, taking into account the reasonable preferences of Executive and Executive’s positions with the Company and Heritage Bank. The Company reserves the right to substitute a car allowance policy in lieu of providing a Company owned automobile, provided such policy or program provides similar, but not necessarily exact, economic benefit to Executive.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) The Employer shall pay the Executive shall be compensated at an annual a rate of annual base salary of $290,000 (the “Annual Base Salary”), 371,706.00 which shall be payable paid in accordance with the Employer’s standard payroll procedures, which shall be no less frequently than monthly. The Employer shall have the right to increase this salary from time to time in accordance with the salary payment practices of the Employer. The Board shall review the Executive’s salary at least annually and may increase the Executive’s base salary if it determines in its sole discretion that an increase is appropriate. (b) The Executive shall participate in the Employer’s long-term equity incentive program and be eligible for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Company. Any options or similar awards shall be issued to Executive at an exercise price of not less than the stock’s current fair market value as of the date of grant, and the number of shares subject to such grant shall be fixed on the date of grant. (c) The Executive shall participate in all retirement, health, welfare and other benefit plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer. (d) The Employer shall provide the Executive with a term life insurance policy providing for death benefits totaling $500,000 payable to the Executive’s spouse and heirs and $1,500,000 payable to the Employer, and the Executive shall cooperate with the Employer in the securing and maintenance of such policy. The Employer shall require and pay the cost of an annual physical for the Executive, and the Executive hereby authorizes the examining physician and other relevant persons and entities to release the results of that annual physical to the Employer (and the Executive will execute one or more separate release authorizations if and as requested by the Employer). (e) The Employer shall obtain a membership in and pay the initiation fee for and the dues pertaining to an area country club mutually acceptable to the parties and shall designate the Executive as the authorized user of such membership for so long as the Executive remains the President or Chief Executive Officer of the Employer and this Agreement remains in force. (f) The Employer shall reimburse the Executive for reasonable travel and other expenses, including cell phone expenses related to the Executive’s duties, which are incurred and accounted for in accordance with the normal payroll practices of the Employer. The Employer shall reimburse the Executive for such expenses within sixty days of Executive’s notice to Employer of such expense. (g) The Employer shall provide the Executive with annual paid time off, which includes sick leave, in accordance with the Employer’s Benefit policy as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary which shall be reviewed taken in accordance with any banking rules or regulations governing paid time off leave. Except as allowed in accordance with the Employer’s Benefit policy, paid time off days may not be carried forward into following calendar years, and any payments made by the Compensation Committee (Employer to the “Compensation Committee”) of Executive as compensation for paid time off days shall be paid in accordance with the Board of Directors of the Company (the “Board”)Employer’s standard payroll procedures, and following such review, the Annual Base Salary may which shall be adjusted upward but in no event will it be decreasedless frequently than monthly. (bh) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) The Executive shall be eligible to participatereceive cash bonuses based on the Executive’s achievement of specified goals and criteria. These goals and criteria may include both annual and long-term goals, subject to the terms may provide for vesting over a specified time period, and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may shall be in effect from time to time with respect to senior executives employed established annually by the Employer on as favorable Human Resources Committee of the Board of Directors. Unless otherwise set forth in a basis as provided bonus plan that complies with Section 409A, any bonus payment made pursuant to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, this Section 3(h) shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs made not later than March 15 of the Employer, subject to year after the terms and conditions thereof, as in effect from time to time with respect to senior executives employed end of the year for which the bonus was earned by the Employer on as favorable a basis as provided to other similarly situated senior executivesExecutive. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to (a) The Company shall pay the terms and conditions of this Agreement, Executive a salary during the Employment Period, while Executive is employed by in monthly installments, initially at the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time450,000 per annum. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may, in its sole discretion (i) increase (but not decrease) such salary from time to time and (ii) award a bonus to the Executive for any calendar year during the Employment Period. (b) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time. (c) During the Employment Period, the Executive shall be entitled to participate in the Company’s executive benefit programs on the same basis as other executives of the Company having the same level of responsibility, which programs consist of those benefits (including insurance, vacation, company car or car allowance and/or other benefits) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by or the Compensation Committee. (cd) Executive shall be eligible In addition to participate, subject participation in the Company’s executive benefit programs pursuant to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplementalSection 3(c), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodPeriod to: (i) supplemental term life insurance coverage in an amount equal to the Executive’s annual salary, but only if and so long as such additional coverage is available at standard rates from the insurer providing term life insurance coverage under the executive benefit programs or a comparable insurer acceptable to the Company; provided, that if such supplemental life insurance coverage is not available and if the Employment Period ends on account of the Executive’s death, the Company shall pay to the Executive’s estate (or such person or persons as the Executive may designate in a written instrument signed by him and delivered to the Company prior to his death) a lump sum amount equal to the excess of (A) the amount of the Executive’s annual salary then in effect over (B) the amount of term life insurance coverage provided to the Executive by the Company. (eii) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar supplementary long-term disability coverage in an amount which will increase maximum covered annual compensation to those that apply to other similarly situated executives 66 2/3% of the Employer, for reasonable outExecutive’s annual salary; but only if and so long as supplementary coverage is available at standard rates from the insurer providing long-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with term disability coverage under the Employer’s expense reimbursement policy and actually incurred by Executive in executive benefit program or a comparable insurer acceptable to the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject to 2.1 Executive shall receive the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Datecompensation: (a) Executive shall be compensated at an An annual rate salary in the amount of $290,000 (the “Annual Base Salary”)340,000.00, which amount may be increased by the Chief Executive Officer of Lawson subject to approvax xx the Compensation Committee of the Board of Directors, in its sole discretion, from time to time, which salary shall be payable in accordance substantially equal semi-monthly installments ("SALARY"). (b) Commencing with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1year 2004, 2012 and on each anniversary of such datean annual incentive bonus, Executive’s rate of Annual Base Salary shall be reviewed if any, determined by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Lawson in its sole discrexxxx xased upon the overall growth and profitability of the Company as compared to the prior year (the “Board”"INCENTIVE BONUS"). The Incentive Bonus, and following such reviewif any, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled payable not later than April 15 of the following year, provided Executive's employment hereunder has not been terminated by Lawson for cause prior to receive performance based annual incentive bonuses (eachxxxx date. The terms, conditions and provisions of the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid in conformance with the incentive bonus program applicable to Executive within thirty (30) days of the completion of the annual audit executive officers generally and particularly to such office as is held by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Eligibility to participate in the Long-Term Capital Accumulation Plan if and as recommended by Lawson's Chief Executive shall be eligible to participateXxxxxxx and if and as determined in the sole discretion of the Compensation Committee of the Board of Directors of Lawson. 2.2 Executixx xxxll receive the following standard benefits; provided, subject to the terms and conditions thereofhowever, in all other incentive plans and programs, including Lawson may modify or termxxxxx such cash and deferred bonus programs and equity incentive plans as may be in effect benefits from time to time with respect to senior executives employed by the Employer extent and on such terms as favorable a basis Lawson modifies or terminxxxx xuch benefits as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans officers: (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, a) Coverage under Lawson's group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the health plax xx xxxh terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesLawson's officers. (x) Long-term disability insurance coverage; provided however, if Executive becomes disabled within the meaning of any long-term disability policy then in effect, Lawson will pay to Executxxx xxe Salary which would have been due but for Executive's disability for six (6) months following such disability. For thirty (30) months thereafter, Lawson will pay to Exxxxxxve sixty percent (60%) of the Salary of Executive which would have been due but for Executive's disability. While Lawson is making such xxxxents, Lawson will be entitled tx xxxxive in money or by credit against such payments a sum equal to any Company provided long-term disability insurance benefits paid to or for the benefit of Executive for such period. (c) Group term life insurance with a death benefit amount of not less than $50,000, with additional double indemnity coverage. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodAccidental death insurance. (e) Participation in Lawson's 401(k) and profix-xxxxxxg retirement plans. (f) Four weeks annual vacation under the terms of Lawson's vacation poxxxx xxx officers. (g) Participation in Employer's Executive Deferral Plan, if any. (h) If Executive dies while employed by Lawson under this Agreemexx and is not then in default or breach of this Agreement, Lawson shall pay an xxxxxxonal compensation amount equal to two (2) times the annual Salary being paid to Executive at the time of his death ("ADDITIONAL COMPENSATION AMOUNT"). The Additional Compensation Amount shall be reimbursed payable to the beneficiary(ies) identified in writing by Executive from time to time on forms provided by Lawson for that purpose axx xxxed by Executive with Lawson and shall be paid xx xxxty-eight (48) equal, semi-monthly installments made as of the 15th day and the last day of each calendar month following Executive's death. (i) Reimbursement for all reasonable and approved business expenses in accordance with Lawson policy, or as othexxxxx approved by the EmployerReporting Person, on terms provided Executive submits paid receipts or other documentation acceptable to Lawson and conditions that are substantially similar as required by xxx Xnternal Revenue Service to those that apply qualify as ordinary and necessary business expenses under the Internal Revenue Code of 1986, as amended (the "Code"). 2.3 All compensation and benefits to become payable to Executive under subparagraphs 2.1 and 2.2 shall be subject to applicable governmental laws and regulations regarding income tax withholding and other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging payroll taxes and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessdeductions.

Compensation and Benefits. Subject (a) The Corporation shall pay to the terms Employee, and conditions of this Agreementthe Employee shall accept from the Corporation, for the Employee's services during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (ai) Executive shall be compensated at an annual rate of $290,000 a salary (the “Annual "Base Salary”)) during each year of the Employment Period equal to $175,000, which shall be payable in accordance with the Employer’s normal Corporation's customary employee payroll practices policy as are in effect from time to time, but not less frequently than monthly and (ii) a bonus in amounts and payable as provided in Section 2.02(b) hereof. Beginning The Corporation shall deduct from the Employee's total annual compensation withholding taxes and/or any other taxes as may be required by United States Federal government or any other governmental authorities. (b) Within 30 days after the Effective Date and within 30 days prior to the end of each fiscal year during the Employment Period, the Corporation shall establish a special bonus incentive program (the "Program") for the Employee pursuant to which the Corporation shall determine reasonable objectives agreeable to the Employee, based on January 1the Corporation's annual business plan, 2012 and on each anniversary subject to approval of the Corporation's Board of Directors. If Employee attains such dateobjectives, Executive’s rate the Employee shall receive a targeted bonus of Annual 25% of the Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”"Special Bonus") of with respect to each fiscal year during the Employment Period commencing with the fiscal year ending December 31, 1997 (on a pro-rata basis for such first fiscal year), payable not later than 15 business days following such fiscal year (whether or not such payment date is during the Employment Period, but subject to Section 2.02(c) below). In the event that the Board of Directors of the Company (Corporation approves the “Board”)payment of employee bonuses under the Program on a semi-annual basis, and following such review, then the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Special Bonus shall be paid payable to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but Employee in no event later than two and one-half months after the close of each accordance with such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeebasis. (c) Executive Unless otherwise provided in Article III the Special Bonus contemplated by Section 2.02(b) hereof shall not be eligible to participate, subject payable to the terms and conditions thereofEmployee if, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time prior to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs end of the Employerapplicable period, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by employment of the Employer on as favorable a basis as provided to other similarly situated senior executivesEmployee shall have been terminated. (d) Executive During the Employment Period, the Employee shall be entitled to accrue vacation at a rate participate in the Corporation's 1995 Stock Option Plan (the "Plan"), as amended, pursuant to which participants are awarded options to purchase shares of no less than four the Class A common stock (4the "Common Stock") weeks paid vacation for each calendar yearof the Corporation. As of the Effective Date, subject the Corporation Shall grant to the Employer’s vacation programs Employee stock options (the "Options"), pursuant to the Plan, to purchase up to an aggregate of 50,000 shares of the Corporation's Common Stock at an exercise price of $0.01 per share. The Options shall vest over three years in equal portions, such that 1/3 of the Options shall vest at the end of the first year of the Employment Period, 1/3 of the Options, shall vest at the end of the second year of the Employment Period and policies as may be in effect during 1/3 of the Options shall vest at the end of the third year of the Employment Period. (e) Executive The Corporation shall reimburse the Employee, on the Effective Date, $50,000 for all moving costs, closing costs, traveling and other expenses incurred by reason of the sale of Employee's principal home in Ohio and purchase of a home in the tri-state Metropolitan area, including brokerage fees, and all other fees, costs or expenses incurred by the Employee in connection with the Employee's relocation from Ohio to the tri-state Metropolitan area; provided, however, that Employee shall be reimbursed obligated to return the $50,000 to the Corporation if, before the first anniversary of the Effective Date, the Employee's employment is either terminated by the EmployerCorporation for "cause" pursuant to Section 3.03 or by the Employee for other than 'Good Reason" as defined in Section 3.04. (f) For a maximum period of three months, following the Effective Date, the Corporation shall reimburse the Employee for the reasonable cost of the rental of a suitable apartment in New York City and for airfare and other reasonable transportation expenses associated with travel from New York to the Employee's current residence in Ohio, provided, however, that in no event shall the Corporation be obligated to reimburse the Employee for more than (i) $3,000 per month for rental of the apartment (plus the cost of any deposit or rental fee) or (ii) $4,000 per month for such other reasonable transportation expenses associated with such travel. In addition, the Corporation shall reimburse the Employee for the reasonable cost of commuting from his new home in the tri-state Metropolitan area to the Corporation's offices in New York City, provided, however, that in no event shall the Corporation be obligated to reimburse the Employee for more than $350 per month for such costs of commuting. All such reimbursements shall be made by the Corporation upon the presentation of appropriate documentation therefor. (g) At any time, at the Employee's request, within 90 days of the Effective Date (the "Loan Date"), the Corporation shall promptly upon receipt of such request provide a loan to the Employee in an amount up to $100,000 (the "Loan"). The Loan shall accrue interest at the lowest applicable Federal rate on the Loan Date. The Loan plus any accrued interest thereon shall be immediately due and payable on the earliest of (i) the fifth year anniversary of the Effective Date, (ii) the date of sale of any of the Employee's common stock of the Corporation received by the Employee from the Corporation as a result of exercising any of the Options granted to the Employee the Plan and (iii) the seventh business day following the date of termination of the Employee's employment if the Employee's employment is either terminated by the Corporation for "cause" pursuant to Section 3.03 or by the Employee for other than "Good Reason" as defined in Section 3.04. The Employee shall execute a promissory note, in the form of Exhibit A attached hereto, evidencing the Loan. (h) The Employee shall be entitled to participate, on terms and conditions that are substantially the same basis, subject to the same qualifications, as other similar to those that apply to other similarly situated executives executive officers of the EmployerCorporation, in any of the Corporation's pension, profit sharing, 401(k) or similar plan, savings, bonus, life insurance, health insurance, dental insurance, disability insurance, hospitalization and other fringe benefit plans and policies in effect with respect to employees of the Corporation. (i) The Corporation shall reimburse the Employee for all reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent incurred by Employee in connection with the Employer’s expense reimbursement policy performance of his duties hereunder. All such reimbursements shall be made by the Corporation upon the presentation of appropriate documentation therefor. (j) During the Employment Period, the Employee shall be entitled to vacations of 20 business days per annum, and actually incurred all holidays observed by Executive in the promotion of Corporation, during which times the Employer’s businessEmployee shall be entitled to his full compensation.

Compensation and Benefits. Subject to the terms and conditions 2.1 Employee's base salary as of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: Date is Five Hundred Twenty Thousand, Five Hundred U.S. Dollars (a$520,500) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”)per annum, which shall be payable paid in accordance with the Employer's standard payroll practice for its executives. Employee’s normal payroll practices as are in effect base salary may thereafter be increased from time to time. Beginning on January 1time with the approval of Halliburton Company’s Board of Directors (the “Board of Directors”), 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the its Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), or its delegate, as applicable. Such increased base salary shall become the minimum base salary under this Agreement and following such reviewmay not be decreased thereafter without the written consent of Employee, unless comparable reductions in salary are effective for all similarly situated executives of Employer. 2.2 Employee shall participate in the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based Performance Pay Plan, or any successor annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time plan approved by the Compensation Committee; provided, however, that all determinations relating to Employee's participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee's level of participation and payout opportunity, shall be made in the sole discretion of the person or committee to whom such authority has been granted pursuant to such plan's terms. 2.3 Employee shall be nominated for participation in the Performance Unit Program, or any similar successor long-term incentive program approved by the Compensation Committee; provided, however, that all determinations relating to Employee’s participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee’s level of participation and incentive opportunity shall be made in accordance with applicable guidelines in place at the time of nomination, and Employee’s participation shall further be subject to such other terms and conditions as set forth in the Performance Unit Program Terms and Conditions and other underlying documentation. 2.4 Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; including, but not limited to, travel, entertainment, subscriptions and dues associated with Employee's membership in professional, business and civic organizations; provided that such expenses are incurred and accounted for in accordance with Employer's applicable policies and procedures. Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in another calendar year. Any reimbursement provided hereunder shall be paid no later than the earlier of (ci) Executive the time prescribed under Employer's applicable policies and procedures, or (ii) the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. 2.5 Employee shall be allowed to participate, on the same basis generally as other executive employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer to all or substantially all of Employer's similarly situated executive employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non‑qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly-situated executive employees pursuant to the terms and conditions of such benefit plans and programs. While employed by Employer, Employee shall be eligible to participatereceive awards under the Halliburton Company Stock and Incentive Plan (“SIP”) or any successor stock-related plan adopted by the Board of Directors. As soon as administratively practicable following the Effective Date, subject to the terms and conditions thereofof the SIP and the applicable award agreements, in Employee shall be nominated for an award of 25,000 shares of Halliburton Company restricted stock to vest 100% after a five year period. Employee agrees that the foregoing shall not be construed as a guarantee with respect to the type, amount or frequency of future awards, if any, such decisions being solely within the discretion of the Compensation Committee, or its delegate, as applicable. 2.6 Employer shall not, by reason of this Article 2, be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any incentive compensation, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. 2.7 Employer may withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans taxes as may be in effect from time required pursuant to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesany law or governmental regulation or ruling. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. 4.1 Executive’s annual base salary hereunder will initially be $375,000. Effective March 1, 2009, Executive’s annual base salary shall be adjusted to $325,000. Effective June 1, 2009, Executive’s annual base salary shall be adjusted to $250,000. Executive will thereafter be eligible for potential increases to her annual base salary based on her performance and the Corporation’s salary guidelines, and such other factors as are deemed relevant by the Chief Executive Officer and/or the Compensation Committee of the Corporation’s Board of Directors (“Compensation Committee”). Executive’s base salary shall be payable at the same intervals as the Corporation pays other executives. 4.2 As long as she remains employed hereunder, Executive shall be eligible for potential equity awards in accordance with the guidelines and parameters that are used in the normal course of business by the Compensation Committee. 4.3 Executive shall continue to be eligible to receive annual bonuses in accordance with the Corporation’s senior executive incentive plan as in effect and approved by the Board of Directors or Compensation Committee from time to time. 4.4 Subject to the terms and conditions of this Agreementsuch plans and programs, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and the various other similar welfare employee benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect applicable to senior executives employed by of the Employer on as favorable a basis as provided to Corporation including, but not limited to, medical, life and other similarly situated senior executivesbenefits. 4.5 The Corporation shall continue to pay to Executive a car allowance of $1,000 per month through the earlier of (da) February 28, 2009, or (b) the termination of her employment. 4.6 Executive shall be entitled, during each full calendar year in which this Agreement remains in effect, to twenty-three (23) days of paid time off (“PTO”), and a pro rata portion thereof for any partial calendar year of employment. Except as expressly provided in the Corporation’s PTO policy, any PTO not used during any such calendar year may not be carried forward to any succeeding calendar year and shall be forfeited. Employee shall not be entitled to accrue vacation receive any payment in cash for PTO remaining unused at a rate the end of no less than four (4) weeks paid vacation any year. At separation from employment, the Corporation will pay Executive for each calendar yearany unused PTO in the year of such separation, subject pro rated from January 1 of the year of separation through Executive’s last day of employment to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are extent consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion terms of the EmployerCorporation’s businessPTO policy. As of the effective date of this Agreement, Executive had 122.50 hours of PTO available for the remainder of 2008.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during (a) During the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at receive an annual rate base salary of $290,000 375,000 (the “Annual Base Salary”), which . The Base Salary shall be payable in accordance with the EmployerCompany’s normal regular payroll practices as are in effect from time to time. Beginning on January 1During the Employment Period, 2012 and on each anniversary of such date, Executive’s rate of Annual the Base Salary shall will be reviewed annually by and is subject to adjustment at the Compensation Committee (discretion of the “Compensation Committee”) compensation committee of the Board of Directors of the Company Parent (the “BoardCommittee”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) For each fiscal year of the Company ending during the Employment Period, Executive shall be eligible to receive a discretionary annual performance bonus (the “Annual Bonus”). Executive’s target Annual Bonus shall be equal to 100% of Executive’s Base Salary in effect for the applicable fiscal year (the “Target Bonus”). The actual amount of the Annual Bonus for any fiscal year, if any, shall be subject to an assessment, in the sole discretion of the Committee, of Executive’s performance as well as business conditions at the Company, and shall be pro-rated for the number of days Executive was employed with the Company during the applicable fiscal year. Executive’s Annual Bonus (if any) for any fiscal year shall be paid no later than thirty (30) days following the end of the Company’s fiscal year. In order to receive an Annual Bonus for any fiscal year, subject to Section 4(c), Executive must remain employed by the Company through the applicable payment date of such Annual Bonus. (c) During the Employment Period, Executive may be eligible to receive discretionary periodic or annual equity incentive grants under the Roivant Sciences Ltd. 2021 Equity Incentive Plan (as amended or restated from time to time and including any successor plan thereto, the “RSL Equity Plan”), based upon Executive’s performance as well as business conditions at the Company, as determined in the sole discretion of the Committee. (d) During the Employment Period, Executive shall be entitled to receive performance based annual incentive bonuses participate in the employee benefit plans and programs (eachincluding any medical, dental, vision, life and disability insurance benefit plans and 401(k) plan) made available by the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid Company to Executive within thirty (30) days similarly situated full-time employees of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established Company from time to time by the Compensation Committee. (c) Executive shall be eligible to participatetime, subject to and in accordance with the terms of such plans or programs (including with respect to eligibility requirements and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be enrollment criteria) in effect from time to time with respect time. The Company reserves the right to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare change or rescind its benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect alter employee contribution levels from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesat its discretion. (de) During the Employment Period, Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar yearand sick leave in accordance with, and subject to the Employerterms of, the Company’s vacation programs and sick leave policies and programs, as may be in effect during the Employment Periodamended from time to time. (ef) The Company shall reimburse Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable outtravel and other business-of-pocket related expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion fulfillment of Executive’s duties hereunder; provided, in each case, that such expenses are incurred and accounted for in accordance with the Employerpolicies and procedures established by the Company from time to time. Any such reimbursement of expenses shall be made by the Company as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of Executive’s businesstaxable year following the taxable year in which the expense is incurred).

Compensation and Benefits. Subject to As compensation for his services during the terms and conditions Term of this Agreement, during Executive shall be paid and receive the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Dateamounts and benefits set forth in subsections (a) through (f) below: (a) Executive An annual base salary ("Base Salary") of Two Hundred Forty-Five Thousand Dollars ($245,000.00), prorated for any partial year of employment. Executive's Base Salary shall be compensated subject to annual review for increases at an annual rate of $290,000 (such time as the “Annual Base Salary”), which Company conducts salary reviews for its executive officers generally. Executive's salary shall be payable bi-monthly, or in accordance with the Employer’s normal Company's regular payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) time for executive officers of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedCompany. (b) Executive shall be entitled eligible to receive performance based participate in the Target Incentive Plan and such other annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall plans as may be paid to Executive within thirty (30) days of the completion of the annual audit established by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established Company from time to time for its executive officers. The President and Chief Executive Officer will establish individual performance goals each year under the incentive plans, and Executive's annual Target Bonus shall be 45% of Base Salary; the maximum award for exceeding the performance goals shall be 90% of Base Salary. For FY 96, Executive would have a guaranteed bonus of not less than $100,000. The annual incentive bonus payable under this subsection (b) shall be payable as a lump sum no later than fifteen (15) business days after approval of the bonus by the Compensation CommitteeCommittee of the Board, unless Executive elects to defer all or a portion of such amount to any deferral plan established by the Company for such purpose. (c) Executive shall be eligible entitled to participateparticipate in, subject or receive benefits under, any "employee benefit plan" (as defined in Section 3(3) of ERISA) or employee benefit arrangement made available by the Company to the terms and conditions thereof, in all other incentive plans and programsits executive officers, including such cash and plans providing retirement, 401(k) benefits, deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentscompensation, as the case may behealth care, shall be eligible to participate in all pension life insurance, disability and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesbenefits. (d) The Company will provide membership initiation fees and dues at the Wynlakes Country Club and the Capital City Club for Executive shall and his family. Executive will be entitled to accrue provided an automobile per company policy, and the Company will pay all insurance, maintenance, fuel, oil and related operational expenses for such automobile. Executive is eligible for vacation at under the Company's standard vacation policy. Executive will be provided an annual physical examination and a rate of no less than four (4) weeks paid vacation financial/tax consultant for each calendar year, subject to the Employer’s vacation programs personal financial and policies as may be in effect during the Employment Periodtax planning. (e) Executive shall participate in the Company's Executive Life Insurance Program, which will provide a $250,000 death benefit. This insurance policy will be reimbursed paid-up on the date Executive attains 65 (assuming his employment continues until that date) and will be delivered to Executive as a paid-up insurance policy upon his retirement from the Company at or after age 65. The life insurance provided to Executive under the Executive Life Insurance Program shall be in addition to any life insurance he receives under the Company's group term policy under subsection (c) above. (f) Executive will be paid a tax gross-up amount by the Employer, on terms and conditions that are substantially similar Company to those that apply cover any additional federal or state income taxes he incurs as a result of being required to other similarly situated executives include in taxable income the amount of the Employerpremiums or costs for, for reasonable out-or personal usage of-pocket expenses for entertainment, travel, meals, lodging the items described in subsections (d) and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business(e) above.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) The Employer shall pay the Executive shall be compensated at an annual a rate of annual base salary of $290,000 (the “Annual Base Salary”), 203,000.00 which shall be payable paid in accordance with the Employer’s standard payroll procedures, which shall be no less frequently than monthly. The Employer shall have the right to increase this salary from time to time in accordance with the salary payment practices of the Employer. The Board shall review the Executive’s salary at least annually and may increase the Executive’s base salary if it determines in its sole discretion that an increase is appropriate. (b) The Executive shall participate in the Employer’s long-term equity incentive program and be eligible for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Employer. Any options or similar awards shall be issued to Executive at an exercise price of not less than the stock’s current fair market value as of the date of grant, and the number of shares subject to such grant shall be fixed on the date of grant. (c) The Executive shall participate in all retirement, health, welfare, insurance, and other benefit plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer. The Employer shall require and pay the cost of an annual physical for the Executive, and the Executive hereby authorizes the examining physician and other relevant persons and entities to release the results of that annual physical to the Employer (and the Executive will execute one or more separate release authorizations if and as requested by the Employer). (d) The Employer shall reimburse the Executive for reasonable travel and other expenses, including cell phone expenses related to the Executive’s duties, which are incurred and accounted for in accordance with the normal payroll practices of the Employer. The Employer shall reimburse the Executive for such expenses within sixty days of Executive’s notice to Employer of such expense. (e) The Employer shall provide the Executive with annual paid time off, which includes sick leave, in accordance with the Employer’s Benefit policy as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary which shall be reviewed taken in accordance with any banking rules or regulations governing paid time off leave. Except as allowed in accordance with the Employer’s Benefit policy, paid time off days may not be carried forward into following calendar years, and any payments made by the Compensation Committee (Employer to the “Compensation Committee”) of Executive as compensation for paid time off days shall be paid in accordance with the Board of Directors of the Company (the “Board”)Employer’s standard payroll procedures, and following such review, the Annual Base Salary may which shall be adjusted upward but in no event will it be decreasedless frequently than monthly. (bf) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) The Executive shall be eligible to participatereceive cash bonuses based on the Executive’s achievement of specified goals and criteria. These goals and criteria may include both annual and long-term goals, subject to the terms may provide for vesting over a specified time period, and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may shall be in effect from time to time with respect to senior executives employed established annually by the Employer on as favorable Human Resources Committee of the Board of Directors. Unless otherwise set forth in a basis as provided bonus plan that complies with Section 409A, any bonus payment made pursuant to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, this Section 3(f) shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs made not later than March 15 of the Employer, subject to year after the terms and conditions thereof, as in effect from time to time with respect to senior executives employed end of the year for which the bonus was earned by the Employer on as favorable a basis as provided to other similarly situated senior executivesExecutive. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject In consideration for the release of claims set forth in Paragraph 6, the covenants set forth in Paragraphs 7, 8, 9, 10 and 11 and such other promises of Executive as set forth in this Agreement, Comerica agrees that it shall pay or provide to Executive the following payments and benefits: a. Prior to the terms Separation Date and conditions so long as Executive continues to be employed by Comerica, Comerica shall continue to pay Executive his regular base salary at the rate in effect as of immediately prior to the delivery of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices of Comerica applicable to similarly situated executives. b. Prior to the Separation Date and so long as are Executive continues to be employed by Comerica, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in which Executive participated immediately prior to the delivery of this Agreement, as such plans may be in effect from time to time. c. Following the Separation Date, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in accordance with Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”) and the terms of the applicable plan. Executive must elect COBRA and complete all COBRA documentation within sixty (60) days from the Separation Date for coverage to take effect. Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Beginning Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan. d. Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on January 1or before the Separation Date, 2012 in accordance with the terms of Comerica’s policy in effect as of the Separation Date. e. Executive shall receive a lump - sum payment for all accrued but unused Paid Time Off (PTO) days that are paid upon termination of employment in accordance with the established policies of Comerica. This lump sum payment shall be subject to all applicable taxes, FICA, and on each anniversary other withholdings and deductions required by law. f. Executive will receive, pursuant to the terms of the 1999 Amended and Restated Comerica Incorporated Deferred Compensation Plan (“DCP”) and the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (“DIAP”), distributions from his accounts, if any, under those plans, payable in accordance with his prior elections, the terms of the DCP and the DIAP, and applicable laws and regulations including, but not limited to, Section 409A of the Code. Such distributions will be subject to all applicable taxes, FICA and other withholding and deductions required by law and will be made pursuant to the distribution schedule followed under the administrative procedures of the DCP and the DIAP, and applicable laws and regulations including, but not limited to, Section 409A of the Code. g. Stock options granted to Executive under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (the “LT Incentive Plan”) shall be governed by the terms of the LT Incentive Plan and the respective grant agreements evidencing the grant of such date, Executive’s rate options. h. Executive will be eligible to receive a share of Annual Base Salary shall be reviewed any applicable Incentive Payment provided pursuant to the Comerica Incorporated 2011 Amended and Restated Management Incentive Plan (“MIP”) which is payable in the year 2012 based on the attainment of performance goals established by the Governance, Compensation and Nominating Committee under the MIP with respect to the one-year and three-year performance periods ending December 31, 2011. The amount of the payment, if any, will be made pursuant to the applicable funding formula and other criteria established by the Governance, Compensation and Nominating Committee and will be prorated and/or adjusted to exclude any incentive amount attributable to any period during which Comerica was a participant in the United States Department of the Treasury’s Troubled Asset Relief Program (“TARP”), to the extent required by the rules and regulations applicable to TARP recipients, with such proration and/or adjustment to be applied in a manner consistent with the methodology applicable to other TARP covered participants in the MIP for the same performance periods. This payment, if any, will be paid in accordance with the terms of the MIP and will be subject to all applicable taxes, FICA and other withholdings and deductions required by law. i. At the meeting of the Comerica Incorporated Governance, Compensation and Nominating Committee (the “Compensation Committee”) held on July 26, 2011, Comerica recommended to the Committee and the Committee passed a resolution providing that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Board Separation Date, other than the restricted shares of Directors Comerica Incorporated common stock granted on November 17, 2009, shall fully vest as of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participateSeparation Date, subject to the execution and delivery by Executive of this Agreement at least eight (8) calendar days prior to the Separation Date and his non-revocation of this Agreement and such other terms and conditions thereof, in all other incentive plans of the LT Incentive Plan and programsthe grant agreements evidencing the grant of such restricted stock, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time Executive’s obligation to time with respect to senior executives employed satisfy all tax withholding obligations. j. To the extent provided by the Employer on Amended and Restated Bylaws of Comerica Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify and hold Executive harmless from and against all liability for actions taken by him within the scope of his responsibilities so long as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate his conduct in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are any such matter was consistent with the Employer’s expense reimbursement policy and actually incurred by Executive standards contained in the promotion of the Employer’s businesssuch Article V, Section12.

Compensation and Benefits. Subject (a) From and after the Effective Date, you shall be compensated for performance of your obligations under this Agreement at a rate of not less than $350,000 per annum (such salary, as adjusted from time to time, is hereinafter referred to as the "Base Salary"), payable in such manner as is consistent with the Company's payroll practices for executive employees. The Board of Directors may from time to time thereafter consider future increases in Base Salary in its sole discretion. (b) You shall have the benefit of and be entitled to participate in such employee benefit plans and programs, including life, disability and medical insurance, pension, savings, retirement and other similar plans, as the Company now has or hereafter may establish from time to time, and in which you would be entitled to participate pursuant to the terms thereof, including without limitation the Company's existing Supplemental Executive Retirement Plan ("SERP"). The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the Company from modifying or terminating any such plans, and conditions of no such action or failure thereof shall affect this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date:. (ac) Executive You shall be compensated at an annual rate of $290,000 entitled (i) to participate in the “Annual Base Salary”), which shall be payable Company's Incentive Compensation Plan each year in accordance with criteria and for amounts approved by the Employer’s normal payroll practices as are Compensation Committee, and (ii) to be granted options, to the extent (if any) approved by the Compensation Committee or the relevant Option Committee, under the Company's stock option plans in effect from time to time. Beginning on January 1, 2012 and on each anniversary in addition to those granted to you prior to the date of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee this Agreement (the “Compensation Committee”) of "Original Grant"). Without limiting the Board of Directors of foregoing, you shall have a targeted bonus for the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending January 31, 2000 of 40% of the Base Salary paid to you during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days portion of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject year prior to the terms time you became Chief Executive Officer and conditions thereof, in all other incentive plans and programs, including increasing to 50% of your Base Salary for the portion of such cash and deferred year following your promotion to Chief Executive Officer (with the actual payment of any bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer described herein being dependent on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplementalyour achievement of targeted objectives), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive In the event of a Change of Control Termination (as defined in Exhibit A hereto), you shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar yearcertain payments and benefits as provided in Exhibit A hereto, subject to the Employer’s vacation programs which payments and policies as may benefits shall be in effect during substitution for, not in addition to, the Employment Periodpayments and benefits otherwise payable under this Agreement in the event of termination. (e) Executive You shall be reimbursed entitled to four weeks of vacation each year. (f) The Company shall reimburse you annually for up to $5,000 of fees and expenses incurred by the Employeryou for personal tax and financial planning advice, on terms upon presentation by you of appropriate substantiation of such fees and conditions expenses. (g) The Company shall provide you with a leased automobile of reasonable size and quality suitable to your position and shall pay or reimburse you for insurance, repairs, maintenance and fuel expenses with regard to such automobile. You acknowledge that are substantially similar to those that apply to other similarly situated executives some or all of the Employer, benefits provided under this Section 2(g) may constitute taxable income for reasonable out-of-pocket expenses which you are responsible for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion payment of the Employer’s businessincome taxes.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: Your annual base salary (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”)) will be at a rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per year, which shall be payable in accordance with the Employer’s normal regular payroll practices of the Company. The Base Salary will be revisited for possible upward adjustment at such time as are the Company’s common stock becomes listed on a national securities exchange (including any tier of The Nasdaq Stock Market). In addition, you may receive an annual cash and/or equity in effect the sole discretion of the Board. Such bonus shall be determined based on such factors as the Board deems appropriate, including performance targets approved by the Board. You will be eligible for equity grants pursuant to any Company equity plan approved and adopted by the Board and the Company’s stockholders. Other than your initial equity granted detailed below, whether you receive any equity grants and the amounts thereof will be determined in accordance with the metrics approved from time to time by Board. As of the Start Date, you will be granted 5-year, non-qualified options to purchase Seven Hundred Fifty Thousand (750,000) shares of Company common stock (the “Initial Option Grant”). The exercise price of the Initial Option Grant shall be the closing price of the Common Stock on the Start Date. The Initial Option Grant shall vest as follows: (i) options to purchase Five Hundred Thousand (500,000) shares of common stock shall vest in equal quarterly installments of Sixty-Two Thousand Five Hundred (62,500) options over two (2) years from the Start Date and (ii) options to purchase Two Hundred Fifty Thousand (250,000) shares of common stock shall vest on the date that the Company reports (via its filings with the SEC) two (2) consecutive quarters of positive cash flow from operations. The Initial Option Grant shall be further memorialized in a customary stock option award agreement. You will participate on the same basis with all other similarly situated officers and employees of the Company in the Company’s standard benefits package made generally available to all other officers and executives, as may be adopted by the Company from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary Nothing herein shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of restrict the Company (the “Board”)from modifying or eliminating any Company benefit program, and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedhealth plan or other fringe benefit at any time. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive Commencing April 2, 2017, Employer shall be compensated pay Employee a salary at an annual the rate of $290,000 sixty four thousand five hundred and eighty five dollars (the $ 64,585) per month payable at least as frequently as monthly and subject to payroll deductions as may be necessary or customary in respect of Employer’s salaried employees (“Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January Commencing not later than December 1, 2012 and on each anniversary of such date2017 , Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “BoardCompensation Committee”), ) shall annually review the Employee’s performance and following such review, the Annual Base Salary and may increase (but not decrease) such Base Salary, at its sole discretion. Any increased Base Salary shall then constitute the “Base Salary” for purposes of this Agreement. During the term, Employee shall also be adjusted upward but entitled to receive the benefits set forth in no event will it be decreasedSchedule A hereto (the “Additional Benefits”) as well as any normal executive benefits of Employer not enumerated in that Schedule. (b) Executive During the Term, Employee shall also be entitled to receive annual-performance bonuses in amounts and at times as follows: Employee shall be entitled to receive an annual performance based annual incentive bonuses (each, the “Incentive Bonus”) from bonus with respect to each fiscal year of the Employer during which Employee remains an employee of the Company beginning with the fiscal year ending March 31, 2018, in an amount determined as a percentage of Employee’s Base Salary, based on the following criteria: 80% to 89.9% 75% of Base Salary 90% to 99.9% 100% of Base Salary 100% to 109.9% 150% of Base Salary 110% to 119.9% 200% of Base Salary 120% or higher 250% of Base Salary The amount payable under this formula, if any, shall be paid to Employee within fifteen (15) days following the publication of the Company’s financial statements for each fiscal year ending of the Employer during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditorTerm, but in no event later than two and one-half months after one hundred twenty (120) days following the close end of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive Employee shall be eligible to participate, subject to designated as an Eligible Executive under the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Company’s Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.Officer Performance Based Compensation Plan

Compensation and Benefits. Subject a) During the Employment Term, your annual base salary shall be no less than CHF 860,000 (the base salary as may be increased from time to time referred to as "Base Salary") and shall be paid pursuant to the terms and conditions Company's customary payroll practices. b) During the Employment Term, you will be eligible to earn an annual cash bonus ("Annual Bonus"). Your target Annual Bonus commencing as of the Commencement Date of this AgreementAgreement is 125% of your then current Base Salary if the Parent achieves certain performance objectives and subject to your individual performance pursuant to the Parent’s Annual Incentive Plan. Except as provided in Section 4 below, during the Annual Bonus for each period will be paid only if you are actively employed with the Company on the date of disbursement. Any Annual Bonus payable hereunder shall be paid in the calendar year following the applicable fiscal year of the Parent, after it has been determined by the Compensation Committee of the Parent. Any such Annual Bonus shall be subject in all respects to the Parent’s Executive Compensation Recoupment Policy, as it may be amended from time to time, or any successor policy thereto. c) During the Employment PeriodTerm, while you will be eligible to participate in the Parent’s Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 Long-Term Equity Compensation Program (the “Annual Base SalaryProgram”)) as it may be amended from time to time, or a successor program, with an annual target equity award valued at $1,400,000, with the number of restricted stock units granted pursuant to the Company’s Long-Term Equity Compensation Plan as it may be amended from time to time, or any successor plan, unless prohibited by such successor plan (“Restricted Stock Units”) subject to: (i) the rules of the Program, which shall be payable may include adjustment of the target award value based on the Parent’s achievement of certain performance objectives, and (ii) an award agreement in accordance with such form as the Employer’s normal payroll practices as are in effect Compensation Committee of the Parent may determine from time to time. Beginning on January 1, 2012 and on each anniversary of Any such date, Executive’s rate of Annual Base Salary award granted under the Program shall be reviewed by subject in all respects to the Parent’s Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”)Recoupment Policy, and following such review, the Annual Base Salary as it may be adjusted upward but in no event will it be decreasedamended from time to time, or any successor policy thereto. (bd) Executive shall During the Employment Term, you will be entitled to receive performance based annual incentive bonuses twenty-five (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (3025) days of the completion paid vacation per calendar year (prorated for any partial years of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participateemployment), subject to the terms applicable vacation policies and conditions thereofprocedures on usage and carry over. You are also eligible for two (2) personal days per year. e) During the Employment Term, the Company will reimburse you for all reasonable business expenses incurred by you in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be the course of performing your duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company’s requirements with respect to senior executives employed by reporting and documentation of expenses. Reimbursements will be paid promptly after submission and review of appropriate documentation, but in any event no later than two and a half (2 1⁄2) months after the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives end of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items calendar year in which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businesswas incurred.

Compensation and Benefits. Subject to (a) As of the terms and conditions date of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate pay the Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual base salary rate of $290,000 (the “Annual Base Salary”), which shall 320,000.00. The salary will be payable paid in accordance with the EmployerBank’s normal standard payroll practices as are in effect from time to timeprocedures. Beginning on January 1, 2012 and on each anniversary of such date, The Board shall evaluate the Executive’s rate of Annual Base Salary shall be reviewed by performance at least annually and may increase the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but Executive’s base salary if it determines in no event will it be decreasedits sole discretion that an increase is appropriate. (b) The Executive shall be entitled eligible each year to receive performance based a cash bonus equaling up to 40% of his annual incentive bonuses (each, the “Incentive Bonus”) from base salary if the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific achieves certain performance criteria levels established from time to time by the Compensation CommitteeBoard or its authorized designee. Any bonus payment made pursuant to this Section 3(b) shall be made in accordance with the terms of the plan pursuant to which the bonus is paid, but in any event within 70 days after the previous year end for which the bonus was earned by the Executive and became a payable of the Employer. In addition, the Employer shall continue to pay the Executive the remaining annual installments of the retention bonus provided for in Section 3(b) of his prior Employment Agreement dated December 16, 2020. (c) Executive shall be eligible to participate, subject In addition to the terms and conditions thereofbenefits specifically described in this Agreement, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit retirement, welfare, health or other benefits plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer, . The parties agree that the benefits stated in this Section 3(c) shall be subject to the terms and conditions thereof, as in effect from time of such plans or programs applicable generally to time with respect employees of the Employer or to a class of employees that includes senior executives employed by of the Employer on as favorable a basis as provided to other similarly situated senior executivesEmployer. (d) The Employer shall reimburse the Executive shall be entitled for reasonable and necessary travel, mobile cellular and data plans, and other business expenses related to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Executive’s duties in accordance with the Employer’s vacation programs business expense reimbursement policy; provided however that the Executive shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with such reimbursement policies as may be and in effect during the Employment Period. (e) Executive shall be reimbursed sufficient detail to comply with rules and regulations promulgated by the EmployerUnited States Treasury Department. In addition, on terms the Employer shall reimburse the Executive for educational expenses related to the Executive’s professional development and conditions that are substantially similar for membership in professional and civic organizations to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which extent such activities are consistent with the Employer’s expense reimbursement policy and actually strategic objectives. All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the term of the Executive’s employment with Employer to be eligible for reimbursement. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the promotion expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable and in accordance with the Employer’s businessreimbursement policy in effect, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits. (e) The Bank and Company shall apportion any payments or benefits paid to the Executive pursuant to this Agreement among themselves as they may agree from time to time; provided, however, that they must satisfy in full all such obligations in a timely manner as set forth in this Agreement regardless of any agreed-upon apportionment. Executive’s receipt of satisfaction in full of any such obligation from the Company or the Bank shall extinguish the obligations of the other with respect to such obligation. (f) The Executive agrees to repay any compensation previously paid to the Executive under this Agreement that is required to be recovered under any applicable law (including any rule of any exchange or service through which the securities of the Bank or the Company are then traded), including, but not limited to, the following circumstances: (i) where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 364, Appendix A; (ii) where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and (iii) if, while the Executive is also a senior executive officer of the Bank, the Bank becomes, and for so long as the Bank remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation, when paid, exceeds the restrictions imposed on the senior executive officers of such an institution. The Executive agrees to return within sixty (60) days, or within any earlier timeframe required by applicable law, any such compensation properly identified by the Company or the Bank by written notice. If the Executive fails to return such compensation within the applicable time period, the Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Executive by the Company or the Bank. The provisions of this subsection shall be modified to the extent, and remain in effect for the period, required by applicable law.

Compensation and Benefits. Subject The Employee shall be entitled to the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Datebenefits: (a) Executive The Company shall be compensated at an annual rate of $290,000 pay to the Employee, and the Employee hereby accepts, a salary (the “Annual Base Salary”), which shall ) at the rate of US$183,750 per annum. The Employee’s salary may be payable in accordance with the Employer’s normal payroll practices as are in effect increased from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (during the “Board”)term of the Agreement and, and following upon any increase; such review, increased salary shall then become the Annual Base Salary. The Base Salary may shall be adjusted upward but payable in no event will it be decreasedequal bi-monthly installments in arrears. (b) Executive The Employee shall be entitled to receive performance based annual incentive bonuses participate in Golden Star’s Second Amended and Restated 1997 Stock Option Plan and in any successor option plan (each, the “Incentive BonusOption Plan”). (c) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus The Employee shall be paid entitled to participate in Golden Star’s Executive Management Performance Bonus Plan and in any successor bonus plan. (d) The Company shall reimburse the Employee for all reasonable and documented travel, entertainment and other business expenses actually and properly incurred by him in connection to his duties hereunder. The Employee shall render expense accounts requesting reimbursements of his expenses hereunder within thirty (30) days a reasonable period of time following such expense and in accordance with such documentation and verification as the President and Chief Executive Officer of the completion Company may from time to time require. (e) The Employee shall be entitled to participate in such of the annual audit by the Company’s auditoror Golden Star’s benefit and deferred compensation plans as are from time to time available to executive officers of the Company or Golden Star, but including medical and dental health plans, life and disability insurance plans, supplemental retirement programs and other fringe benefit plans (provided, however, that the Employee’s benefits may be modified or the Employee may be denied participation in no event later than two and oneany such plan because of a condition or restriction imposed by law or regulation or third-half months after the close of each such fiscal year. Executive’s target Incentive Bonus party insurer or other provider relating to participation). (f) The Employee shall be not less than forty percent (40%) entitled to participate in any and all applicable group savings or retirement plans, or other fringe benefits of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria Company or Golden Star as established from time to time by the Compensation Committee. (c) Executive shall be in which executive officers are eligible to participate, subject to provided that the terms and conditions thereof, in Employee shall have fulfilled all other incentive plans and programs, including eligibility requirements for such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesbenefits. (dg) Executive The Employee shall be entitled to accrue vacation at a rate of no less than four (4) weeks of paid vacation for during each calendar year, subject to the Employer’s vacation programs and policies year of employment hereunder at such time or times as may be selected by the Employee and approved by the President and Chief Executive Officer of the Company, and as are in effect during accordance with the Employment Period. (e) Executive Company’s policies and reasonable operating requirements. The Employee shall be reimbursed entitled to all public holidays observed by the Employer, on terms and conditions that are substantially similar Company’s office to those that apply to other similarly situated executives a maximum of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessten (10) days per annum.

Compensation and Benefits. Subject to the terms and conditions of this Agreement(a) Starting , during the Employment Period, while Executive is employed by the Employer2003, the Employer shall compensate pay the Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an -------- initial annual rate base salary of $290,000 67,500, plus family yearly medical, dental, vision and disability insurance premium. On the date that the Bank opens for business, the annual base salary will be increased to $95,000. The Board (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) or an appropriate committee of the Board of Directors of Board) shall review the Company (Executive's performance and salary at least annually and may increase the “Board”), and following such review, the Annual Base Salary may be adjusted upward but Executive's base salary if it determines in no event will it be decreasedits sole discretion that an additional increase is appropriate. (b) The Executive shall be entitled to receive performance based annual incentive bonuses (eachparticipate in all retirement, the “Incentive Bonus”) from welfare and other benefit plans or programs of the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid now or hereafter applicable generally to Executive within thirty (30) days employees of the completion Employer or to a class of employees that includes senior executives of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation CommitteeEmployer. (c) The Employer shall provide the Executive with a term life insurance policy providing for death benefits totaling $250,000 payable to the Executive's spouse and heirs and $250,000 payable to the Employer, and the Executive shall be eligible to participate, subject to cooperate with the terms Employer in the securing and conditions thereof, in all other incentive plans and programs, including maintenance of such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time policy. If Executive is taxed by state or federal authorities with respect to senior executives employed Employer's payment of the key man life insurance policy, Executive's compensation payable hereunder shall be increased, on a tax gross-up basis, so as to reimburse the Executive for the additional tax payable by the Employer on Executive as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs result of Employer's payment of the Employer, subject to key man life insurance premiums taking into account all taxes payable by the terms and conditions thereof, as in effect from time to time Executive with respect to senior executives employed by such tax gross-up payments hereunder, so that the Employer on Executive shall be, after payment of all taxes, in the same financial position as favorable a basis as provided if no taxes with respect to other similarly situated senior executivesthe key man life insurance policy had been imposed upon him. (d) The Employer shall provide the Executive shall be entitled with an automobile allowance with a cost not to accrue vacation exceed $500 per month, with prior approval of the executive committee of the Board. Until the Employer provides this automobile allowance, the Employer will reimburse the Executive for the use of his personal automobile at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment PeriodIRS legal mileage rate. (e) In addition, with prior approval of, and at a time deemed appropriate by, the executive committee of the Board, the Employer shall obtain a membership in and pay the initiation fee for and the dues pertaining to an area country club and shall designate the Executive as the authorized user of such membership for so long as the Executive remains the Senior Vice President and Senior Lending Officer of the Bank and as Senior Vice President of the Company and this Agreement remains in force. (f) The Employer shall be reimbursed by reimburse the Employer, on terms Executive for reasonable travel and conditions that other expenses related to the Executive's duties which are substantially similar to those that apply to other similarly situated executives incurred and accounted for in accordance with the normal practices of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject to 2.1 The Company shall pay the terms and conditions of this Agreement, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: a base salary (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”)) of not less than Six Hundred Thousand Dollars ($600,000) per annum, which subject to applicable withholdings. The Base Salary shall be payable in accordance with the Employer’s normal customary payroll practices as are in effect from time to timeof the Company. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual The Base Salary shall be reviewed annually and shall be subject to increase by the Compensation Committee (Chief Executive Officer from time to time. 2.2 The Company shall pay the “Compensation Committee”) Executive a bonus of $125,000, less applicable taxes, within two weeks of the Board Executive’s start date. Another bonus of Directors of the Company (the “Board”)$125,000, and following such reviewless applicable taxes, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to the Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half six months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeestart date. (c) 2.3 The Executive shall be eligible to participatefor an annual bonus (“Bonus”) in accordance with the Company’s performance-based plan for the purposes of Section 162(m) of the Internal Revenue Code, subject to as amended (the terms and conditions thereof“Code”), in all other incentive plans and programswhich is currently administered as the Company’s Executive Management Incentive Plan. During the Initial Term, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, target annual bonus shall equal 100% of his base salary. 2.4 The Executive will receive relocation assistance as outlined in the case may be, shall Coventry Health Care Executive Relocation Benefits Package. 2.5 The Executive will be eligible entitled to participate in all pension and similar employee benefit plans (qualifiedor programs and receive all benefits to which any salaried employee is eligible under any existing or future plan or program for salaried employees, non-including, without limitation, all plans developed for executive officers of the Company. These plans or programs may include group health care, dental care, vision care, life or other insurance, tax qualified retirement, savings, thrift and supplemental)profit sharing plans, profit sharingsick leave plans, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel or accident insurance, disability insurance, and other similar welfare benefit plans contingent compensation plans, including capital accumulation programs, deferred compensation plans, restricted stock programs, stock purchase programs and programs stock option plans. Nothing in this Agreement will preclude the Company from amending or terminating any of the Employer, subject plans or programs applicable to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivessalaried employees or executive officers. (d) 2.6 The Executive shall will be entitled to accrue vacation at a rate of no less than eligible for four (4) weeks of annual paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Periodvacation. (e) 2.7 The Company will reimburse the Executive shall be reimbursed for all reasonable travel and other expenses incurred by the EmployerExecutive in connection with the performance of his duties upon proper documentation in accordance with Company policies. 2.8 The Executive was recommended to receive a non-qualified Stock Option grant with a valuation equal to $500,000. The options will vest equally over a three year period, on starting from the date of grant. The Executive was also be recommended for a Restricted Stock Award with a valuation equal to $1,000,000, as of the grant date. The stock grant will vest at a rate of 25% per year over a four year period, starting from the date of grant. In addition, the Executive was recommended to receive an award of Performance Stock Units (PSUs) with a valuation equal to $1,000,000, as of the date of grant. The PSU’s will be earned if the 2011 company performance goals are met (TBD). The terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging grants will be under and similar items which are consistent in accordance with the Employerterms and provisions of Coventry’s expense reimbursement policy 2004 Incentive Plan, as amended in May 2009. The Equity and actually incurred the PSUs were approved by Executive in the promotion CHC Compensation Committee on October 8, 2010. The strike price of your equity will be determined based on your start date with the Employer’s businesscompany. As is our practice, we will use the closing price of Coventry stock as reported on the NYSE on that date.

Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, while the Executive is employed by the EmployerCompany, the Employer Company shall compensate the Executive for the Executive’s services as follows for periods following the Effective Date: (a) The Executive shall be compensated at an annual rate of two hundred and five thousand dollars ($290,000 205,000.00) (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are of the Company then in effect from time to timeeffect. Beginning on January 1, 2012 2015 and on each anniversary of such date, the Executive’s rate of Annual Base Salary shall be reviewed reviewed, and may be adjusted, by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedDirectors. (b) The Executive shall be entitled eligible to receive performance performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer Company for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to the Executive within thirty (30) days of the completion of the annual respective fiscal year audit by the Company’s auditor, but in no event later than two and one-half (2½) months after the close of each such fiscal year. The Executive’s target Incentive Bonus shall be not less than forty thirty-three and one third percent of his base salary (4033.33%) (expressed in dollars as a percentage of the Annual Base Salarybase pay); provided, which Incentive Bonus shall however, that this amount may be determined by specific performance criteria established from time reduced in an amount that will not give rise to time by the Compensation Committeea Good Reason under this Agreement. (c) During the Employment Period, the Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programsprograms of the Company, including such cash and deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior executives. During the Employment Period, the Executive and the Executive’s dependents, as the case may be, shall be eligible to participate participate, subject to the terms thereof, in all pension and similar benefit plans (including qualified, non-qualified and supplemental)supplemental plans) and all medical, profit sharingdental, 401(k), as well as all medical and dentalvision, disability, group and executive life, accidental death and travel accident insurance, insurance and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, Company as may be in effect from time to time with respect to senior executives employed by the Employer Company, on as favorable a basis as provided to other similarly situated senior executives. (d) The Executive shall be entitled to accrue vacation paid time off (“PTO”) at a rate of no less than four thirty (430) weeks paid vacation for each days of PTO per calendar year, subject to the EmployerCompany’s vacation PTO programs and policies as may be in effect during the Employment Period. (e) The Executive shall be eligible to be reimbursed by the EmployerCompany, on terms and conditions that are substantially similar to those that apply to other similarly situated senior executives of employed by the EmployerCompany, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which that are consistent with the EmployerCompany’s expense reimbursement policy and actually incurred by the Executive in the promotion of the EmployerCompany’s business. The Executive shall have use of a Company-provided automobile and receive reimbursement for expenses on a basis no less favorable than the policy applicable to the Executive as of the Effective Date.

Compensation and Benefits. Subject (a) During the Employment Period, Executive's base salary shall be $250,000 per annum or such higher rate as the Board may designate from time to time (the terms and conditions of this Agreement"Base Salary"), which salary shall be payable by the Company in ----------- regular installments in accordance with the Company's general payroll practices. In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable entitled to participate in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) all of the Board of Directors Company's applicable employee compensatory and benefit programs for which senior executive employees of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreasedare generally eligible. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during During the Employment Period. Any such Incentive Bonus , the Company shall be paid to reimburse Executive within thirty (30) days for all reasonable expenses incurred by him in the course of the completion of the annual audit by performing his duties and responsibilities under this Agreement which are consistent with the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committee. (c) Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be 's policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependentstravel, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, entertainment and other similar welfare benefit plans and programs of the Employerbusiness expenses, subject to the terms and conditions thereof, as in effect from time to time Company's requirements with respect to senior executives reporting and documentation of such expenses. (c) In addition to the Base Salary, the Board will award (and the Company or Holdings will pay) a bonus to Executive of up to 60% (with a 30% target) of the Base Salary following the end of each fiscal year during the Employment Period based upon Executive's performance and Holdings consolidated operating results during such year, with certain financial targets to be mutually agreed upon by Holdings and Executive (it being understood that any bonus paid in respect of fiscal year 2000 will be pro rated for the number of days Executive is employed by Holdings and the Employer on as favorable a basis as provided to other similarly situated senior executivesCompany in such fiscal year). (d) The Company will provide Executive shall be entitled with the following amounts (the "Relocation Payments") to accrue vacation at a rate reimburse Executive for his relocation expenses ------------------- (i) the cost of no less more than four (4) weeks paid vacation for each calendar year, subject two trips to the Employer’s vacation programs Washington, D.C./Baltimore, MD area for Executive and policies as may be his spouse for the purpose of searching for a house (such cost to include travel, lodging and automobile), (ii) an amount equal to the real estate broker's fee Executive actually pays in effect during connection with the Employment Periodsale of his El Paso, TX home (such amount not to exceed 6% of the sale price of such home), (iii) an amount equal to the moving expenses which Executive actually incurs and for which Executive provides the Company with itemized receipts to move all of Executive's household effects, (iv) a miscellaneous payment of up to $10,000 for other relocation-related expenses for which Executive provides the Company with itemized receipts, and (v) up to 1% of the purchase price of Executive's new home in the Washington, D.C./Baltimore, MD area for closing related expenses for which Executive provides the Company with itemized receipts. The Company will pay Executive the Relocation Payments referenced in subsection (i) above at the time Executive submits such expenses for reimbursement and in subsections (ii) through (v) above within two business days after Executive actually relocates to the Washington, D.C./Baltimore, MD area. Until the earlier of such relocation and 120 days from the date of this Agreement, the Company will (1) reimburse Executive for travel expenses and coach airline tickets between his El Paso, TX home and Mattress Discounters Corporation's executive offices for one round trip per week (Executive will attempt to obtain the most economical fares available) and (2) provide Executive with an automobile and temporary furnished lodging in the Washington, D.C./Baltimore, MD area. The Company shall pay Executive an additional amount equal to the marginal increase in Executive's income taxes which results from the payments referred to in this Section 3(d), including the payment referred to in this sentence. (e) Holdings will grant to Executive options pursuant to an option agreement dated the date of this Agreement in the form attached hereto as Exhibit B. --------- (f) All amounts payable to Executive as compensation hereunder shall be reimbursed subject to customary withholding by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessCompany.

Compensation and Benefits. Subject to As compensation for Employee’s services during the terms and conditions Term of this Agreement, during Employee shall be paid and receive the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date:compensation and benefits set forth in subsections (a) through (k) below (a) Executive shall be compensated at an An initial annual rate of $290,000 base salary (the “Annual Base Salary”) of Two Hundred Twenty-Five Thousand and No/100 Dollars ($225,000). Employee’s Base Salary shall be subject to annual review and adjustment when the Company conducts salary reviews for its employees generally, which but in no event shall the Base Salary be less than $225,000. Employee’s Base Salary shall be payable in accordance with the EmployerCompany’s normal regular payroll practices as are in effect from time to time. Beginning on January 1time for employees of the Company. (b) During the Term, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall Employee will be reviewed entitled to be considered for an annual bonus by the Compensation Committee Committee. Employee recognizes and agrees that the Company may in its sole discretion and with reasonable notice to Employee determine that any bonus may be paid in whole or in part in the Company’s Common Stock or other equity securities, including restricted stock and stock options. (the c) Employee shall be entitled to participate in, and receive benefits under, any “Compensation Committee”Employee Benefit Plan” (as defined in Section 3(3) of ERISA) or employee benefit arrangement made available by the Company to its employees, including plans providing 401(k) and profit sharing benefits, healthcare, dental care, vision care, life insurance, disability, travel accident insurance, and similar benefits, with the level of coverage provided to Employee being comparable to that of the highest-paid employees. (d) Employee will be provided a vehicle and reimbursement for expenses related to the operation and maintenance of such vehicle in accordance with the Company’s automobile policy as in effect with respect to Employee on the Effective Date. Employee will be paid a tax gross-up amount by the Company to cover any additional federal or state income taxes he incurs as a result of being required to include in income the amount of the costs for, or personal usage of, such vehicle. (e) Employee will be promptly reimbursed by the Company for all reasonable business expenses Employee incurs and properly reports in carrying out Employee’s duties and responsibilities under this Agreement. (f) The Board in its sole discretion may award options or other equity-based compensation to Employee on terms, in amounts and subject to such performance goals (if any) as determined by the Board (any such options also being referred to hereinafter as “Options” and any such equity-based compensation being referred to herein as “Other Equity Compensation”). (g) For each calendar year during the Term in which Employee beneficially owns fifteen percent (15%) or more of the Company’s outstanding voting stock on January 1 of such year, the Company will cause Employee to be nominated to the Board of Directors of the Company (and shall recommend to the “shareholders of the Company Employee’s election to the Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (bh) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for For each fiscal calendar year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty Term in which Employee beneficially owns fifteen percent (3015%) days or more of the completion of the annual audit by the Company’s auditoroutstanding voting stock on January 1 of such year, but Employee may in no event later than two his discretion designate a related or unrelated individual for election to the Board and one-half months after the close Company shall recommend to the shareholders of each the Company such fiscal year. Executiveindividual’s target Incentive Bonus election to the Board. (i) During the Term hereof, Employee shall be not provided, at the Company’s expense with a fully-equipped office equivalent to the office Employee occupied on January 1, 2004. (j) During the Term hereof, Employee shall be provided, at the Company’s expense with a dedicated secretary/administrative assistant (including payment by the Company of all salary and benefits for such individual) working solely for and reporting to, Employee. (k) The Company agrees to enter into a separate agreement relating to the Company’s use of an aircraft owned by an entity controlled by Employee, which agreement shall provide for the Company to utilize such aircraft for no less than forty percent one hundred (40%100) hours of flight time each year and for the Annual Base SalaryCompany to employ and provide a pilot for such aircraft acceptable to Employee. The Company shall pay to Employee an amount for each flight hour, which Incentive Bonus equal to the direct operating cost of such aircraft, not including the cost of capital required to own such aircraft. The Company shall be determined by specific performance criteria established pay all employment costs of such pilot who shall report to Employee. Employee may utilize such pilot for non-Company duties from time to time by time. Employee and Company shall pay all incidental costs of subsistence of such pilot associated with their respective use of such aircraft. Employee is not required to own or furnish such aircraft and should Employee cease to furnish such aircraft, the Compensation Committee. (c) Executive Company’s lease obligation shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans cease as may be in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executivesdate such aircraft is no longer available. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Period. (e) Executive shall be reimbursed by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s business.

Compensation and Benefits. Subject (a) During the Employment Period, Executive’s base salary shall be not less than $220,000 per annum (the “Minimum Salary Level” and, as adjusted from time to time, the terms “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (as such practices may be in effect from time to time). During the Employment Period, Executive shall be eligible to participate in the Company’s “Pay for Performance” and conditions other bonus programs (as they may be modified, replaced or eliminated from time to time). The Company’s “Pay for Performance” program, as in effect on the date hereof, is attached hereto as Exhibit A. (b) During the Employment Period and until such time as the Company’s employee benefit programs are consolidated with those of this AgreementParent, Executive shall be entitled to participate in all of the employee benefit programs of the Company for which senior executive employees of the Company are generally eligible, as such programs may be modified, replaced or eliminated from time to time. After such time as the Company’s employee benefit programs are consolidated with those of Parent, Executive shall be entitled to participate in all of the employee benefit programs of Parent and its Subsidiaries for which senior executive employees of Parent are generally eligible, as such programs may be modified, replaced or eliminated from time to time. Any payment which Executive is required to make pursuant to such employee benefit programs may be adjusted or implemented from time to time consistent with changes affecting the participants generally in such programs. In addition, during the Employment Period, while Executive is employed by the Employer, the Employer shall compensate Executive for Executive’s services as follows for periods following the Effective Date: (a) Executive shall be compensated at an annual rate of $290,000 (the “Annual Base Salary”), which shall be payable in accordance with the Employer’s normal payroll practices as are in effect from time to time. Beginning on January 1, 2012 and on each anniversary of such date, Executive’s rate of Annual Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), and following such review, the Annual Base Salary may be adjusted upward but in no event will it be decreased. (b) Executive shall be entitled to receive performance based annual incentive bonuses (each, the “Incentive Bonus”) from the Employer for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the annual audit by the Company’s auditor, but in no event later than two and one-half months after the close of each such fiscal year. Executive’s target Incentive Bonus shall be not less than forty percent (40%) of the Annual Base Salary, which Incentive Bonus shall be determined by specific performance criteria established from time to time by the Compensation Committeebenefits set forth on Exhibit B attached hereto. (c) During the Employment Period, Executive shall be eligible entitled to participateup to five (5) weeks of paid vacation per calendar year, subject which amount shall be pro rated for any partial calendar year of employment during the Employment Period; provided, however, that Executive shall schedule such vacation time in a manner consistent with the business needs of Parent, the Company and their Subsidiaries. Executive’s unused vacation time shall not be carried forward to any subsequent calendar year, and no compensation shall be payable in lieu thereof. (d) During the terms Employment Period, the Company shall reimburse Executive for all reasonable and conditions thereofappropriate expenses actually incurred by Executive in the course of performing Executive’s duties and responsibilities under this Agreement, in all other incentive plans and programs, including such cash and deferred bonus programs and equity incentive plans as may be consistent with the Company’s policies in effect from time to time with respect to senior executives employed by such expenses, upon presentation of expense statements, vouchers or other supporting information as may be required under the Employer on as favorable a basis as provided to other similarly situated senior executives. Executive and ExecutiveCompany’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Employer, subject to the terms and conditions thereof, as policies in effect from time to time with respect to senior executives employed by the Employer on as favorable a basis as provided to other similarly situated senior executives. (d) Executive shall be entitled to accrue vacation at a rate of no less than four (4) weeks paid vacation for each calendar year, subject to the Employer’s vacation programs and policies as may be in effect during the Employment Periodtime. (e) All amounts payable to Executive as compensation hereunder (including Section 4 hereof) shall be reimbursed subject to all required and customary withholding by the Employer, on terms and conditions that are substantially similar to those that apply to other similarly situated executives of the Employer, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Employer’s expense reimbursement policy and actually incurred by Executive in the promotion of the Employer’s businessCompany.