Common use of Consideration Clause in Contracts

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The COBRA coverage benefit bonus will be paid on a monthly basis until the earliest of: first pay period following the effective date, which is the eighth (i8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) twelve EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (12v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other withholdings required provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by lawEXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the remainder performance of his duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) accrue as of the Separation Date. ; (iii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COBRA coverage benefit will be paid on a monthly basis until COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the earliest of: EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (ivi) twelve The COMPANY agrees to reduce the Restrictive Covenant period from one (121) year to six (6) months after the Separation Date; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other withholdings required provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by lawEXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for the remainder performance of her duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVE: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under the Employment Agreement; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days EXECUTIVE complies with Articles 7, 8, and 9 of the Separation Date Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement, only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (the “Supplemental ReleasePre-Pack”) and does not revoke it). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the Company will provide Employee with COMPANY shall, prior to the following severance benefits: filing of any such plan, make all payments due to EXECUTIVE hereunder in a Severance Paymentlump sum. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as severance payments provided for in this paragraph are in addition to and not part of the Separation Date in Notice Period Payment. c. EXECUTIVE may have the gross amount right to continue certain benefits pursuant to Section 4980B of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Internal Revenue Code of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to eighteen (and her covered dependents18) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on a monthly basis and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earliest of: earlier of (i) twelve the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (12) months after or such comparable defined term relating to the Separation Date; period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date when Employee becomes eligible for substantially equivalent health insurance coverage of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal including an amendment to the COBRA premium for such monthapplicable Stock Option Award Agreements, less applicable federal, state as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and local payroll taxes agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and other withholdings required by law, equipment provided to him for the remainder performance of his duties. f. EXECUTIVE acknowledges that the COBRA Payment Periodforegoing is adequate consideration for this Agreement.

Consideration. In consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s adherence to the promises made herein, Employer agrees that: (a) Employer will pay Employee severance in the form of salary continuation for a period of seventy-two (72) weeks in the amount of Employee’s normal base salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this AgreementAgreement and the expiration of the revocation period set forth in Paragraph 4; and (b) Employer will pay Employee a gross amount of Fifteen Thousand Dollars ($15,000) payable in two checks as follows: i. $3,500 allocated to Employee for alleged attorneys’ fees and made payable to Xxxxxx X. Xxxxxx & Associates; and ii. $11,500, minus applicable taxes and withholdings, allocated to Employee for alleged lost wages and made payable to Employee. These amounts shall be subject to applicable withholdings and taxes. A form 1099 will be issued with check (i), and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or a Form W-2 shall be issued in connection with check (ii). The settlement checks shall be delivered to Attorney Xxxxxx within five ten (510) days of the Separation Date expiration of the revocation period set forth in Paragraph 4 and Attorney Xxxxxx providing Employer with a W9. ; and (c) If Employee converts one or more of his Employer provided basic life insurance policy, voluntary life insurance policy or long term care insurance policy to a private policy, Employer will agree to reimburse Employee the “Supplemental Release”cost of such continuing coverage for the length of the severance period set forth in 2(a) and does not revoke it, the Company will provide Employee up to a maximum of $500 per month with the following severance benefits: balance of any remaining payments being paid by Employee. All other Employer provided benefits shall terminate upon the Effective Date; and (d) Employer shall engage the services of X’Xxxxxx, X’Xxxxxx and Xxxxx within sixty (60) days of the expiration of the revocation period set forth in paragraph 4 to provide outplacement services to Employee up to a Severance Paymentmaximum of $14,000; and. (e) Employee currently has a loan from Employer with the amount of the outstanding principal balance being approximately $36,300. Employee shall be required to satisfy this loan by paying off all principal and interest when due pursuant to the payment terms as they existed prior to the Effective Date - specifically, monthly payments equal to accrued interest and one ninety-sixth (1/96) of the outstanding principal balance; and (f) Employee currently has a mortgage on his home through Employer. The Company terms of that mortgage shall remain the same after the Effective Date as they were prior to the Effective Date; and (g) If Employee should die during the severance period set forth in 2(a), any remaining payments due and owing under 2(a) will pay Employeebe paid, in the same manner and time as severanceabove, the equivalent of twelve (12) months of by Employer to Employee’s base salary as designated beneficiary that he names here: My designated beneficiary for such payments is Xxxxx Xxx Xxxxxxxx; and (h) Upon the expiration of the Separation Date revocation period in paragraph 4 and retroactive to the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided Employee shall become a consultant to Employer per the terms of Exhibit A. Employer has represented that Employee timely elects continued coverage it does not expect to retain Employee’s Services under the Consolidated Omnibus Budget Reconciliation Action of 1985Consulting Agreement, as amended (“COBRA”) for and Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage has no expectation that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit he will be paid on a monthly basis until the earliest of: retained for such Services; and (i) twelve (12) months after If Employee applies for unemployment benefits requiring Employer to designate the Separation Date; (ii) the date when Employee becomes eligible reason for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in separation from employment, Employer shall characterize it as a violation “separation from employment - willful misconduct not alleged.” Employer shall take no affirmative actions seeking to preclude Employee’s recovery of applicable law, then in lieu unemployment benefits; and (j) On the first regular pay day following the execution of paying COBRA premiums pursuant to this Section, Agreement and the Company shall pay Employee on the last day of each remaining month expiration of the COBRA Payment Periodrevocation period set forth in Paragraph 4, a fully taxable cash payment equal to the COBRA premium Employer shall reimburse Employee for such month15 accrued, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodunused PTO days.

Consideration. In consideration of Employee’s execution of for signing this Agreement, Agreement and provided that Employee signs the Supplemental General Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee compliance with the following severance benefits: a Severance Payment. The Company will promises made herein, Employer agrees: a. to pay Employee, as severance, Employee the equivalent of twelve one year's salary, $162,500 (12) months One Hundred Sixty Two Thousand Five Hundred Dollars and No Cents), less lawful deductions, to be paid out by direct deposit over one year in installments coinciding with usual semi-monthly payroll of Employee’s base salary as Employer, except that the first portion of the Separation Date in one year salary (for the gross amount period from June 8, 2002 through the payroll period immediately preceding expiration of $512,500.00, subject to standard payroll deductions and withholdings. This amount will the revocation period) shall be paid in a single lump sum no later thirty (30) sum, less lawful deductions, by direct deposit within ten days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under end of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary revocation period; b. to continue Employee’s 's medical, dental and prescription insurance for one year, deductions for said benefits to be taken out of semi-monthly and lump sum installments described in subsection 2(a), above. Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as 's contribution shall be no greater than employee's contribution would have been if she were still employed by the Employer; c. to commence the period of Employee's receipt of COBRA on June 8, 2003, at the end of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until salary continuation period at her own expense; d. to provide Employee with outplacement services with Drake, Beam and Morin in the earliest of: (i) twelve (12) Senior Executive Program for the period of six montxx, xo commence at Employee's option at any time within two months after the Separation Date; (ii) end of the date when revocation period. After six months, Employer has the right to evaluate Employee's use of said services, and thereafter, Employer may extend outplacement services on a month-to-month basis for the period of up to one year, at the Employer's discretion. If Employee becomes eligible for substantially equivalent health insurance coverage in connection with new obtains employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time during the Company determines that its one year period, Employee shall be obligated to inform Employer within five days of accepting an offer of full-time employment and the outplacement services shall cease upon Employer's receipt of such notice; e. to provide Employee with additional time to exercise any Stock Options which vested on or before June 7, 2002, to September 7, 2003 or, if Employee elects a lump sum payment as provided in paragraph 2(g) herein, Employee shall have three months from the date she informs Employer of her election to exercise her vested Stock Options as provided in paragraph 2(g)(3); f. to pay Employee a one-time lump sum payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawSeventeen Thousand Five Hundred Dollars ($17,500), then in lieu of paying COBRA premiums pursuant to this Sectionless lawful deductions, within ten days after the Company shall pay Employee on the last day of each remaining month end of the COBRA Payment Period, a fully taxable cash payment equal revocation period by direct deposit; g. if Employee obtains employment or decides for any other reason at any time prior to the COBRA premium for such monthcessation of her salary continuation as provided in paragraph 2(a), less applicable federal, state and local payroll taxes and other withholdings required Employee may elect a lump sum payment (to be paid by law, for the remainder direct deposit within ten days of the COBRA Payment Period.request) of the then remaining salary continuation as provided in paragraph 2(a). If Employee makes such an election: (1) Employee's medical, dental and prescription insurance benefits as provided in paragraph 2(b) shall be discontinued, (2) Employee shall immediately become eligible for COBRA; and

Consideration. In consideration The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 7(d) and Section 8(d), of Employee’s execution of this the Employment Agreement, and pursuant to which Executive will be provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance(collectively, the equivalent of twelve “Consideration”): (12a) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount Executive will be paid a “Severance Payment” in amount equal to his Base Salary of $448,800 in a single lump sum no later thirty (30) days in cash in the first ordinary payroll date occurring on or after the Supplemental Release Effective Date, Date (as defined therein. b COBRA. Provided that Employee in Section 16 below). (b) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) COBRA for Employee himself and her his covered dependents following Employeeunder the Company’s separationgroup health plans, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue EmployeeExecutive’s and Employee’s his covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Termination Date until the earliest of: of (i) twelve (12) months after following the Separation DateTermination Date (the “COBRA Severance Period”); (ii) the date when Employee Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-self- employment; or (iii) the date Employee Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”). In addition, Executive may be entitled to a COBRA subsidy of 100% of Executive’s monthly premiums through September 30, 2021, under the American Rescue Plan of 2021 (“ARPA COBRA Subsidy”). If Executive is eligible for the ARPA COBRA Subsidy, that benefit will be provided before the Company’s COBRA payments described above but will not extend the COBRA Payment Period. The ARPA COBRA Subsidy is available even if Former Executive does not sign this Agreement. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeExecutive’s behalf would result in a violation of applicable lawlaw (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation), then in lieu of paying COBRA premiums pursuant to this Sectionpremiums, the Company shall pay Employee Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less subject to applicable federaltax withholding (such amount, state the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and local policies arising under his employment by the Company. (c) The Company shall pay Executive a pro-rata Annual Bonus for the 2021 performance year calculated based on the number of days Executive was employed during such performance year divided by the total number of days in the performance year and based on Executive’s achievement of performance goals as determined by the Board in good faith, payable in a lump sum on the Company’s first ordinary payroll taxes date occurring on or after the Effective Date. (d) Twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other withholdings required equity awards held by law, for the remainder Executive as of the COBRA Payment PeriodTermination Date shall vest and become exercisable or payable, as applicable. In addition, the time period that Executive may have to exercise any stock options shall be extended for a period equal to the shorter of (i) nine (9) months or (ii) the remaining term of the award.

Consideration. In For and in consideration of Employee’s execution of 's decision to enter into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto Company agrees as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the follows: A. The Company will provide Employee with payment in the total gross amount of $1,125,000 which is the equivalent of one and one-half years of Employee’s current salary (“Severance Pay”). The Severance Pay will be paid out in a lump sum payment as soon as administratively practicable following severance the Company’s receipt of this signed Agreement from Employee and the Effective Date of the Agreement (defined in Section 6 below). Such Severance Pay shall be subject to applicable taxes and other legally required withholdings and deductions. B. The Company will not appeal any determination made by the state unemployment compensation agency (“UC agency”) awarding benefits on any claim for unemployment benefits filed by Employee following his/her separation from employment with the Company; provided, however, that Employee understands and agrees that (1) the UC agency, not the Company, determines whether Employee is eligible to receive benefits: ; (2) nothing shall interfere with the Company’s right and/or obligation to truthfully respond to any inquiry and/or provide any documentation requested by the UC agency; and (3) Employee cannot raise any claim against the Company because of information that is provided to the UC agency. C. Pursuant to Paragraph 4 of the Employee Confidentiality, Non-Competition, and Non-Solicitation Agreement, the Company hereby gives notice to the Employee that the Non-Competition Restricted Period will begin on October 2, 2023 and end on October 2, 2024. Pursuant to Paragraph 6 of the Non- Competition Agreement, should any additional consideration be required during the Severance Pay period, such Severance Pay satisfies the Non-Competition Payment, except as otherwise required by applicable law, in which case the Company will compensate Employee as required by applicable law. D. Employee’s active employee participation in the Company-sponsored group medical, dental and/or vision insurance plans (collectively the “group health plan”) will terminate at the end of the month in which the Separation Date occurs. Thereafter, Employee and/or Employee’s eligible dependents (if any) (each a Severance Payment“qualified beneficiary”) may elect to continue coverage under the group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Employee will receive information regarding COBRA continuation rights and responsibilities from the Company’s third-party COBRA administrator under separate cover. The Company will pay Employee, as severance, provide the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date Employee with a payment in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month29,634, less applicable federal, state and local payroll taxes and other legally required withholdings required by lawand deductions, intended to compensate the Employee for the remainder cost of continuation of benefits after termination of employment. E. The Company will provide the Employee with a payment in the gross amount of $25,000, less taxes and other legally required withholdings and deductions, intended to compensate the Employee for the cost of outplacement services following termination of employment. F. Employee agrees that all PTO will be entered into the Company system of record in advance of the COBRA Payment Periodleave being taken.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will OHM hereby agrees to provide Employee Executive with the following severance benefits: : (a) Except as set forth in Paragraph 4, Executive shall remain an OHM employee for a Severance Payment. The Company will pay Employeeperiod of five years from September 1, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions 1996 and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiii) August 31, 2001, or (ii) the termination of the Agreement pursuant to Paragraph 4 of this Agreement (the "Employment Period"); and shall be paid an initial annual salary of $250,000; such annual salary amount shall decrease by $25,000 during each of the next four successive years, in each case less all applicable income and other withholdings; (b) Continued life insurance, disability and accidental death and dismemberment benefits in the amounts and type provided to other senior executives of OHM through the Employment Period; (c) Continued health care insurance coverage in the amounts and type provided to other senior executives of OHM through the Employment Period; (d) All options granted to Executive prior to the date hereof under the OHM 1986 Stock Option Plan (the "Plan") shall be and remain fully exercisable through the Employment Period (to the extent such options are exercisable and become vested during the Employment Period pursuant to the terms of the agreements evidencing such options). Executive shall not be entitled to additional stock option grants during the Employment Period; and (e) Benefits and perquisites, in the amounts and type provided as of the date hereof to the Executive. In the event of any Change in Control (as defined below) of OHM, the “COBRA Payment Period”)Executive's employment shall terminate and all amounts due and payable pursuant to paragraph 3(a) for the remaining unfulfilled term of the Employment Period shall be payable in full and the Executive shall be reimbursed for the cost of continuing health insurance coverage during the 18 month period following the termination of his employment. Notwithstanding This Agreement shall not limit any other benefit which may be payable to the foregoingExecutive in the event of a Change in Control of OHM pursuant to any other retirement, benefit or other compensation plan in which the Executive participates. A "Change in Control" shall have occurred if at any time during the Company determines that Employment Period any of the following events shall occur: (i) OHM is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the shareholders of OHM immediately prior to such transactions; (ii) OHM sells all or substantially all of its payment assets to any other corporation or other legal person, and less than a majority of COBRA premiums the combined voting power of the then-outstanding securities of which are held in the aggregate by the shareholders of OHM immediately prior to such sale; 3 (iii) There is a report filed on Employee’s behalf would result in a violation of applicable lawSchedule 13D or Schedule 14D-1 (or any successor schedule, then in lieu of paying COBRA premiums form or report), each as promulgated pursuant to this Sectionthe Securities Exchange Act of 1934, as amended (the Company shall pay Employee on "Exchange Act"), disclosing that any person (as the last day of each remaining month term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the COBRA Payment Period, a fully taxable cash payment equal to Exchange Act) has become the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for beneficial owner (as the remainder term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 25% or more of the COBRA Payment Period.combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of OHM;

Consideration. In As consideration for the covenants set forth in Section 3, and subject to your execution and non-revocation of Employee’s execution of a Release (as defined in Section 6(b)) within the time limits set forth in this Agreement, and provided that Employee signs the Supplemental Release Company agrees as follows: (a) In connection with the termination of Claims attached hereto as Exhibit B on or within five your employment with the Company (5) days irrespective of the Separation Date (the “Supplemental Release”) and does not revoke itreason for, or manner of, such termination), unless your employment is terminated due to your death or Disability, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00Company, subject to standard payroll deductions the Company’s waiver right set forth in Section 7, shall: (i) pay you in the form of salary continuation, in equal installments in accordance with Section 6, during each year of the two-year period in which the covenants set forth in Section 3 are in effect, an amount equal to the highest annualized base salary paid to you at any time during the one-year period immediately preceding the termination of your employment (hereafter referred to as your “Base Salary”); (ii) subject to the Company’s ability to do the same in accordance with the terms of the applicable program documents and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateapplicable law, as defined therein. b COBRA. Provided that Employee timely elects determined by the Company in good faith, continue your eligibility and participation in the following benefit programs: (A) if you choose to enroll in continued medical and/or dental plan coverage under for which you are eligible pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for Employee and her covered dependents following Employee’s separationyou actually enroll within the applicable statutory period, the Company shall pay a portion of the premiums for such coverage in an amount equal to health insurance provider the full monthly amount of the premiums it paid on your behalf for coverage in such plans immediately prior to your termination of employment (which payments shall be includible in your taxable income) until the earliest to occur of (x) the date of termination of the two-year period during which the covenants set forth in Section 3 are in effect, (y) the date on which COBRA premiums necessary benefits cease to continue Employee’s be available to you under applicable law or (z) the date on which you enroll in another medical plan (and Employee’s covered dependents’ if the payments the Company makes on your behalf under this provision cease prior to the date on which any entitlement you may have to continuation of health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of under applicable law, then you may continue to participate in lieu of paying COBRA premiums pursuant such coverage thereafter at your expense to this Sectionthe extent provided under any applicable law); and (B) during the entire two-year period in which the covenants set forth in Section 3 are in effect, the Company shall pay Employee the premiums (on a semi-annual basis) for the Company-provided life insurance you elect to “port” following your termination of employment (and you shall be able to continue any supplemental life insurance coverage at your own expense following separation from the Company). (b) If your employment with the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay you on account of each annual bonus period ending during the two-year period in which the covenants set forth in Section 3 are in effect, in accordance with Section 6, an annual bonus amount equal to the lesser of (i) the “target” amount that you would have been eligible to receive under the Company’s annual bonus plan for corporate non-commissioned employees (the “Annual Bonus Plan”) in effect on the Termination Date, as if such annual bonus year had been completed and your particular bonus targets had been fully achieved at the “target” level (as opposed to the maximum level), or (ii) if the amount achieved is less than the “target” level, the amount that is achieved, or to the extent that no bonus is achieved, no amount shall be paid; provided that, if your employment is terminated by the Company without Cause or by you for Good Reason within one year following the consummation of a Change of Control Transaction, then the foregoing subsection (ii) provisions shall not apply and the “target” level bonus shall be paid. For purposes of applying this subsection, the bonus payment shall be applied as if you had been an employee of the Company during the entire applicable bonus year (i.e., the payment shall not be pro-rated in any manner) and any requirements of the Annual Bonus Plan that you be employed by the Company during all of the calendar year covered by the Annual Bonus Plan and/or be on the payroll as of the date on which the bonus payments are actually paid out shall not apply for the purposes of the entitlement under this Section 5. (c) PAETEC Holding shall provide in each agreement evidencing awards of stock options, stock appreciation rights, restricted stock, stock units or other equity-based awards granted to you on or after the date of this Agreement (collectively, the “Applicable Awards”) that: (i) if your employment with the Company is terminated by you for Good Reason or by the Company without Cause, the Applicable Awards shall continue to vest over the entire two-year period in which the covenants set forth in Section 3 are in effect as if your employment with the Company had continued over such period (with the last day on which the covenants set forth in Section 3 are in effect being deemed to be your last day of each remaining month employment with the Company for purposes of determining the expiration date of your Applicable Awards); and (A) immediately prior to the consummation of a Change of Control Transaction, all restricted stock, stock units and similar awards that are Applicable Awards held by you shall vest and the shares of stock subject thereto shall be delivered to you, and (B) 15 days prior to the scheduled consummation of a Change of Control Transaction, all stock options, stock appreciation rights and similar awards that are Applicable Awards shall become immediately exercisable and shall remain exercisable until such consummation. (d) Notwithstanding anything in this Agreement to the contrary, the following benefits shall cease as of the COBRA Payment Period, a fully taxable cash payment equal Termination Date: (i) your contributions and contributions on your behalf to the COBRA premium for such monthCompany-sponsored Code Section 401(k) plan, less applicable federal, state and local payroll taxes any other retirement plan maintained by the Company; (ii) your coverage under the Company’s short-term and long-term disability policies; and (iii) your coverage under all other withholdings required by law, for benefit programs. (e) Nothing in this Section 5 or otherwise in this Agreement shall be construed to impose an obligation on the remainder of Company to continue your employment or retain you in any capacity after the COBRA Payment PeriodTermination Date.

Consideration. (a) On the Resignation Date (as defined below), Employer shall pay to Employee a lump sum payment of Employee’s earned but unpaid base salary up to and including the Resignation Date. (b) In consideration of the releases, promises and undertakings stated herein, Employer agrees to continue Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date salary (the “Supplemental ReleaseSeparation Payment”), for a period of three (3) and does not revoke itmonths, the Company will provide Employee with the following severance benefits: in a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.0013,166.66 per month, subject with payments to standard payroll deductions be made on September 30, November 1, and withholdings. This amount will be paid in a single lump sum no later thirty December 1, 2004. (30c) days after the Supplemental Release Effective DateIn addition, as defined therein. b COBRA. Provided that if Employee timely elects continued to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), Employer agrees to pay Employee the gross amount of $998.00 per month (the “Reimbursement”), for a period of three (3) for Employee months, with payments to be made on September 30, November 1, and her covered dependents following December 1, 2004; provided, however, that Employer’s obligation to pay the Reimbursement shall immediately cease upon Employee’s separation, the Company shall pay to obtaining health insurance provider the full monthly COBRA premiums necessary to continue Employee’s or medical benefits from a subsequent employer. (d) Employee acknowledges and Employee’s covered dependents’ health insurance coverage agrees that is in effect for Employee (and her covered dependents) as of the Separation DatePayment and the Reimbursement constitute good and valuable consideration which is being paid in exchange for his execution of this Agreement, to which he would not otherwise be entitled, and that the restrictions contained in Paragraphs 7 through 10 are ancillary to Employer’s obligation to pay the Separation Payment and Reimbursement. The COBRA coverage benefit Employee understands and agrees that Employer will report to the Internal Revenue Service all payments described in this Paragraph 1 and will be paid on a monthly basis until withholding taxes, and any other applicable amounts, from said gross payments in accordance with applicable law and IRS guidelines. (e) Employee agrees that the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases consideration provided by Employer pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then this Agreement encompasses and is in lieu of paying COBRA premiums pursuant any and all amounts owed to this SectionEmployee for vacation, sick leave, personal time off, or any other paid time away from work and encompasses any additional money from the Company shall pay Employer to which Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodwould otherwise be entitled.

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to terminate the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto Executive contained herein, and to fully release all claims set out in the Compromise Agreement at Exhibit C by signing the Compromise Agreement and procuring a certificate in the form set out at Schedule 1 to the Compromise Agreement from his Legal Adviser (as Exhibit B on or within five defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions (5) days including normal withholdings consistent with Company’s practice for equalization of the Separation Date (the “Supplemental Release”Executive’s tax liability) and does not revoke it, Sections 4(b) and (c) below: (i) Pay severance to Executive in the Company will provide Employee with form of salary continuation for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Twelve Thousand Four Hundred and Twenty Three Dollars ($12,423) per bi-weekly pay period for twenty-six (26) pay periods following Executive’s Termination Date, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of Employee(i) Executive’s base salary death or (ii) the date that is six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such period. (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive and Executive’s spouse and dependents at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that such continued coverage shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. (iii) Pay an amount equal to Executive’s actual earned full-year bonus for calendar year 2009, pro rated based on the number of days Executive was employed for such year on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Fifty percent (50%) of Executive’s target bonus hereunder is dependent upon the Company’s achievement of a certain level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s target bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain level of 2009 adjusted EBITDA established by the Compensation Committee. Fifty percent (50%) of Executive’s maximum bonus hereunder is dependent upon the Company’s achievement of a certain higher (than target) level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s maximum bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain higher (than target) level of 2009 adjusted EBITDA established by the Compensation Committee. (iv) Vest in full Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the Separation Date options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the gross amount termination of the Executive’s employment). (v) Payment of one year of outplacement services from Executrak or an outplacement service provider of Executive’s choice, limited to $512,500.00, subject to standard payroll deductions and withholdings20,000 in total. This amount outplacement services benefit will be paid forfeited if Executive does not begin using such services within 60 days after the Termination Date. (vi) Pay to Executive in cash in a single lump sum an amount equal to Forty-Five Thousand Dollars ($45,000) on the thirty-first (31st) day after the Termination Date as set forth in the Compromise Agreement. (b) Notwithstanding anything else contained herein to the contrary, no later payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”); (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentapplicable revocation period under the Release has expired without Executive having elected to revoke the Release; or (iii) Executive has signed and delivered to Company the date Employee ceases Compromise Agreement; and (iv) Executive has procured and delivered to Company a certificate signed by his Legal Adviser in the form of Schedule 1 to the Compromise Agreement. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and the Compromise Agreement. Any payments to be eligible for COBRA continuation coverage made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release and Compromise Agreement to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to him upon the termination of his employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of England and Wales, and Executive agrees not to pursue or claim any such payments, benefits or rights. (d) Executive agrees to vacate the Company-provided apartment in the United Kingdom no later than June 30, 2009 and to indemnify Company for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal damages to the COBRA premium apartment, except for such month, less applicable federal, state any ordinary wear and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtear.

Consideration. In consideration Effective upon the expiration of Employee’s execution the revocation period provided in Section 8 hereof and subject to the condition that this Agreement is not revoked by Duerden pursuant to such Section 8 prior to the expiration of this Agreementsuch revocation period (such expiration date, the “Effective Date”) and provided that Employee signs Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Supplemental Release Employment Agreement or Section 10 below (such sections collectively, and together with Section 15 and Sections 16(a) through (e) of Claims attached hereto the Employment Agreement, the “Surviving Terms”), the Company agrees to: (a) pay to Duerden a lump sum amount equal to $70,833; (b) pay to Duerden a lump sum amount equal to $850,000, which amount equals one year of Duerden’s base salary in effect as Exhibit B on or within five (5) days of the Separation Date Date; (the “Supplemental Release”c) and does not revoke itpay to Duerden a lump sum amount equal to $850,000, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent which amount equals Duerden’s annual incentive compensation equal to 100% of twelve (12) months of EmployeeDuerden’s base salary as of the Separation Date in Date; (d) accelerate the gross amount of $512,500.00vesting and exercisability, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, of the unvested options to purchase Company common stock and the unvested restricted stock awards listed on Exhibit A hereto, which would have vested and become exercisable had Duerden remained employed for 12 months after the Separation Date. Except as defined therein. b COBRA. Provided provided in this Section 1(d), all stock options and restricted stock awards that Employee timely elects continued coverage under are unvested as of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Separation Date shall be terminated and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) cancelled as of the Separation Date. The COBRA , and Duerden shall have no further rights with respect to such awards; and (e) pay the employer portion of premiums for group health insurance coverage benefit will be paid on a monthly basis until the earliest of: earlier of (i) twelve (12) months after the Separation Date; February 28, 2011 or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be that Duerden and his dependents are no longer eligible for COBRA continuation coverage coverage, provided, that Duerden (and/or Duerden’s covered dependents) is eligible for and properly elects to continue group health insurance coverage, as in place immediately prior to the Separation Date, and Duerden continues to pay the employee portion of such health coverage. The amounts (if any) payable pursuant to Sections 1(a), (b) and (c) above shall be paid to Duerden in full on the first regular payroll date of Crocs, Inc. to occur after September 1, 2010. Duerden acknowledges that he will not be entitled to any reasonannual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, including plan termination (such period from all vested and exercisable stock options held by Duerden as of the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if and any stock options that vest pursuant to Section 1(d) above may be exercised by Duerden at any time within three months after the Separation Date in accordance with the terms and conditions set forth in the stock option agreements. Duerden acknowledges that the aggregate fair market value of the shares of common stock (determined as of the respective date or dates of grant) for which one or more stock options granted to him may for the first time become exercisable as “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, during any one calendar year shall not exceed the sum of $100,000, and that any options (or portion thereof) that exceed such limit shall be treated as options that are not incentive stock options but only to the extent of such excess. For purposes of this Section 1, the parties confirm that the Separation Date is the date of Duerden’s separation from service with the Company determines within the meaning of Section 409A(a)(2)(A)(i) of the Code. Notwithstanding anything in this Agreement or elsewhere to the contrary, Duerden shall have no duties or responsibilities after the Separation Date that its payment of COBRA premiums on Employee’s behalf would result in are inconsistent with his having a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee “separation from service” on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodSeparation Date.

Consideration. In consideration exchange for the promises and agreements made by the Executive contained in this Agreement the Company will provide the Executive with the following payments and benefits (a) One Hundred Ten Thousand U.S. Dollars ($110,000.00) (the “Severance Payment”). The Severance Payment shall be reduced for all applicable deductions and withholdings required by law and paid in twelve equal payments via direct deposit beginning on July 1, 2017. (b) The Company shall, at the written request of Employee’s execution Executive, on or prior to the 90 day option termination date, promptly authorize and permit Executive to extend the exercise period with respect to any and all vested options to purchase capital stock of the Company for a period of five (5) years after the Separation Date. Employee acknowledges and agrees that any and all such vested options which are incentive stock options shall ARC GROUP WORLDWIDE, INC.SEPARATION AGREEMENT require amendment in order to become non-qualified stock options (the “Amended Options”). (c) The Company shall continue payment of group health plan coverage, as in effect prior to the date of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of through December 31, 2017 following the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as regardless of the Separation Date in the gross amount end of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationany applicable COBRA period), the Company shall pay to health insurance provider provide at its full cost (including by payment of premiums, by the full monthly COBRA premiums necessary to continue Employee’s Company on an after-tax basis) continued health, dental, and Employee’s covered dependents’ health vision benefit coverage and life insurance coverage that is for the Executive and, where applicable, the Executive’s spouse and eligible dependents (the “Insurance Continuation”). The Insurance Continuation shall be provided by enrolling the Executive in the Company’s health, dental, and vision benefit insurance plans applicable to executive employees of the Company during the applicable period following the Separation Date. Such Insurance Continuation coverage may not be at the same or greater level of health, dental, and vision benefit coverage in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result benefits described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant this Paragraph 6(b) may be discontinued prior to this Section, the Company shall pay Employee on the last day of each remaining month end of the COBRA Payment Period, a fully taxable cash payment equal period provided in this Paragraph 6(b) to the COBRA premium extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer or personal health benefit arrangement. The provision of health benefit coverage under this Paragraph 6(b) will be considered continuation coverage for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder purposes of the COBRA Payment PeriodCOBRA.

Consideration. In consideration The Company will provide to Executive the following payments and benefits, certain of Employeewhich are in addition to those to which Executive would be and is otherwise entitled: (a) The Company will pay Executive the sum of $14,375.00 (“Monthly Payment”) per month (payable semi-monthly) as salary continuation for the period beginning on the day after the Retirement Date and continuing through June 30, 2008 (the “Retirement Period”), from which Monthly Payments will be deducted required federal and state withholdings tax as well as any applicable employee contributions for Company-provided benefits. (b) To the extent permitted under the terms of the plans, Executive’s execution coverage under the Company-provided medical, dental and disability plans will continue through June 30, 2008, subject to payment by Executive of that portion of the premium for such coverage as is required of active executive employees of the Company and subject to the Company continuing such coverage for its other executives or substituting such existing coverage with substantially similar coverage, in which case the Company will substitute the Executive’s current coverage with substantially similar coverage as then provided to its other executives. (c) The Company’s obligation to make any of the payments provided for by the terms and provisions of Section 1(a) or any benefits provided for in Section 1(b) shall cease upon the death of Executive, or upon Executive’s breach of any of the provisions of this Agreement. (d) The options to purchase the Company’s common stock granted to Executive on November 4, 1999, under and pursuant to the Vector Group Ltd. Amended and Restated 1999 Long Term Incentive Plan (the “Plan”) and the Stock Option Agreement dated November 4, 1999 between the Company and Executive (the “Option Agreement”) will be exercisable pursuant to the terms of the Plan and the Option Agreement, within the nine (9) month period following the Retirement Date. (e) Notwithstanding the other provisions of this Agreement, and any payment required to be made to or provided that Employee signs to Executive under this Agreement upon her termination of employment shall be made or provided promptly after the Supplemental Release six month anniversary of Claims attached hereto as Exhibit B on or within five (5) days Executive’s date of termination of employment to the extent necessary to avoid imposition upon Executive of any tax penalty imposed under Section 409A of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay EmployeeInternal Revenue Code of 1986, as severance, amended. All payments due and owing for the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company six month period shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after first day following the Separation Date; (ii) the six month anniversary of Executive’s date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtermination.

Consideration. (a) In consideration of EmployeeExecutive’s execution full release of this Agreement, Company from any and provided that Employee signs all Claims as described below and in the Release attached as Exhibit A and in the Supplemental Release of Claims attached hereto as Exhibit B B, which must be signed by Executive on or within five the Separation Date, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and the terms in Sections 3(b) and (5c) days of below: (i) Pay to Executive an amount equal to $410,025, which is one (1) times the Executive’s annual Base Salary in effect immediately prior to the Separation Date (the “Severance Amount”). The Severance Amount shall be paid in a lump sum in cash at the time specified in subsection (b) below (except as otherwise provided in this Agreement); (ii) Pay to Executive her annual bonus (the “Bonus Amount”) based on any actual achievement in fiscal year 2024 under the terms of Company’s annual bonus plan for fiscal year 2024. The Bonus Amount shall be payable at the time that bonuses for fiscal year 2024 are paid to other Company senior executives; and (iii) Ensure that 226 of the remaining unvested time-based restricted stock units granted to Executive in 2023 and 350 of the remaining unvested time-based restricted stock units granted to Executive in 2024 shall vest on the Separation Date and be settled in shares of Company common stock as soon as administratively practicable following the Supplemental Release Effective Date (and in any event within 30 days following the Separation Date). Executive shall forfeit all other time-based and performance-based restricted stock units outstanding to Executive on the Separation Date. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 4 below) unless: (i) at the time she signs this Agreement, (x) Executive also signs and delivers to Company a release in the form attached hereto as Exhibit A (the “Release”); and (y) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the day following the expiration of the applicable revocation period without Executive having elected to revoke the Release; and. (ii) on the Separation Date, (x) Executive signs and delivers to Company the Supplemental Release Agreement (“Supplemental Release”) attached hereto as Exhibit B; and does not (y) the applicable revocation period under the Supplemental Release has expired without Executive having elected to revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary Supplemental Release shall be effective as of the Separation day following the expiration of the applicable revocation period if no revocation has occurred (the “Supplemental Release Effective Date”). Any payments scheduled to be made prior to the Supplemental Release Effective Date specified in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will clause (a)(ii) above shall be paid in a single lump sum no later thirty (30) days after on the first scheduled monthly pay date for the payment of base salary to executives that follows the Supplemental Release Effective Date, except as defined thereinprovided otherwise in this Agreement. b COBRA. Provided Executive agrees and acknowledges that Employee timely elects continued coverage under she would not be entitled to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as consideration described herein absent execution of the Separation Date. The COBRA coverage benefit will be paid on Release and Supplemental Release and expiration of the applicable revocation periods without Executive having revoked the either the Release or the Supplemental Release. (c) As a monthly basis until further condition to receipt of the earliest of: (ibenefits in Section 3(a) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonabove, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Executive acknowledges that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then these benefits are in lieu of paying COBRA premiums pursuant any other amounts that she may claim to be owed to her upon the termination of her employment relationship with Company, other than those specifically set forth in this SectionAgreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Company shall pay Employee on the last day laws of each remaining month Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 3 and Section 4) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In consideration of Employee’s execution of for Employee signing this AgreementAgreement and General Release, and provided that complying with its terms, Momenta agrees to provide the following separation benefits in accordance with and pursuant to the Executive Employment Agreement between Employee signs and the Supplemental Release Company dated as of Claims attached hereto October 27, 2016 (as Exhibit B on or within five (5) days of the Separation Date (amended, the “Supplemental ReleaseEmployment Agreement”): (a) and does not revoke itFour hundred twenty thousand dollars ($420,000), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of representing an amount equal to twelve (12) months of Employee’s gross base salary as of the Separation Date in the gross amount date of $512,500.00termination, subject less lawful deductions, to standard payroll deductions and withholdings. This amount will be paid in a single equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; (b) One hundred sixty eight thousand dollars ($168,000), less lawful deductions, representing the greater of (i) the annual discretionary target bonus for Employee for fiscal year 2018 and (ii) the annual bonus paid to the Employee for fiscal year 2017, to be paid in one lump sum no later thirty (30) days on the next payroll date following the 60th day after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that date of termination; (c) if Employee is eligible for and timely elects continued to continue his medical, dental and/or vision health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“pursuant to COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay continue to health contribute, until the earlier of twelve (12) months following the date of termination or the date on which Employee becomes eligible to receive group medical, dental and/or vision insurance provider coverage through a new employer (the full monthly “Contribution Period”), toward the cost of Employee’s COBRA premiums necessary the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by Employee on a monthly basis. After the Contribution Period, Employee may continue receiving coverage under COBRA at his own cost if and to continue Employee’s and Employee’s covered dependents’ health the extent that he remains eligible for COBRA continuation. Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for group medical and/or dental insurance coverage that is through another employer; (d) the Company shall continue to provide benefits to Employee in effect for Employee (and her covered dependents) accordance with any applicable life insurance, accident and/or disability plans under which he was eligible as of the Separation Date. The COBRA coverage benefit will date of termination consistent with such benefits as may be paid on a monthly basis provided to active and similarly situated employees covered by such plans, until the earliest of: earlier of (i) twelve (12) months after following the Separation Date; date of termination or (ii) the date when on which Employee becomes eligible for to receive substantially equivalent health insurance comparable coverage in connection with through a new employment or self-employment; or employer (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Extended Benefits Period”). Notwithstanding ; provided, however, that if such plans do not permit continued coverage of Employee following the foregoing, if at any time the Company determines that its payment date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectiontermination, the Company shall pay instead reimburse Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period, payable in accordance with Section 10(d). Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for life insurance, accident and/or disability coverage through a new employer; (e) Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of termination (collectively, the “Outstanding Stock Options”) for a period of twelve (12) months from the date of termination (the “Extended Vesting Date”) regardless of whether Employee maintains a continuous service relationship with the Company during such time and, subject to the terms of the applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the last day earlier of each remaining month three months after the Extended Vesting Date and the original expiration date of the COBRA Payment PeriodOutstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a fully taxable cash payment equal continuous service relationship with the Company after the Extended Vesting Date, Employee will be eligible for continued vesting and exercisability of any Outstanding Stock Options as described in, and subject to the COBRA premium for terms of, the documents governing the Outstanding Stock Option. Employee shall also be entitled to immediate vesting, on the date of termination, of any restricted stock awards and restricted stock unit awards with underlying shares that (i) vest solely through the passage of time (i.e., service-based vesting) and not upon the achievement of specified conditions or milestones (i.e., nonce-based vesting) or (ii) accelerate in accordance with their terms in connection with Employee’s termination without cause (collectively, “Outstanding Restricted Stock Awards”), in each case that would have vested during the period of twelve (12) months from the date of termination; provided that, if any such monthawards constitute “non-qualified deferred compensation” subject to Section 409A (as defined in Section 10), then such awards will vest on the date of termination and will be paid or settled, as applicable, in accordance with the schedule that applies to such awards notwithstanding the accelerated vesting provisions of this Section to the extent necessary to avoid a prohibited distribution under Section 409A. For the avoidance of doubt and notwithstanding the contrary terms of any Outstanding Restricted Stock Award, Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the Company following the date of termination and Employee shall have no further rights with respect to any Outstanding Restricted Stock Awards that remain unvested after taking into account the vesting provisions set forth in this Section 2(e); and (f) The gross amount of two hundred thirty seven thousand two hundred eighty dollars ($237,280), less applicable federallawful deductions, state to be paid in equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; provided, however that (i) if Employee enters into a written agreement for full-time employment with a new employer on or before February 22, 2019, then any remaining unpaid amounts under this Section 2(f) will be forfeited and local will not be paid to Employee or (ii) if Employee does not enter into a written agreement for full-time employment with a new employer on or before February 22, 2019, then any remaining unpaid amounts under this Section 2(f) will be paid to Employee in a single lump sum on the Company’s first regular payroll taxes date that occurs after February 22, 2019 (and other withholdings required by lawin all events no later than March 15, for the remainder of the COBRA Payment Period2019).

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days signing of the Separation Date (Release attached as Schedule B as well as the “Supplemental Release”) promises and does not revoke itcovenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions Section 2 hereof and withholdings. This amount will be paid full compliance by the Executive with Section 4 hereof: a) Any unvested, time-based restricted stock units granted before 2019 shall continue to vest during the Non-Competition Period; b) Any unvested, time-based restricted stock units granted in 2019 prior to the Retirement Date shall continue to vest during the Non-Competition Period in a single lump sum no later thirty (30pro-rated amount based on the number of days that the Executive was employed during 2019; c) Any unvested stock options granted before 2019 shall continue to vest and become exercisable during the Non-Competition Period; d) Any unvested stock options granted in 2019 prior to the Retirement Date shall continue to vest and become exercisable during the Non-Competition Period in a pro-rated amount based on the number of days after that the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Executive was employed during 2019; e) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Any vested stock options as of the Separation Date. The COBRA coverage benefit will Retirement Date or stock options that become vested during the Non-Competition Period may be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, exercised for the remainder of the COBRA Payment Periodgenerally applicable term of such option, which in all cases is no later than seven (7) years from the respective dates of grant; f) Any unvested, performance-based restricted stock units awarded more than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the three-year performance period at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement; and g) Any unvested, performance-based restricted stock units awarded less than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the performance period (i) in a pro-rated amount of shares based on the number of days that the Executive was employed during the 365 calendar day period following the grant date, and (ii) at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company as of the Retirement Date. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of Section 1(a), (b), (c), (d), (f) and (g) shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Section 2 or Section 4. Notwithstanding anything to the contrary herein, the settlement date for equity grants that become vested by reason of the application of Section 1(a), (b), (f) and (g) shall occur no later than December 31 of the year in which such vesting occurs. Executive acknowledges that he is not and would not be entitled to the consideration described in this Section 1 absent his execution and non-revocation of this Agreement and the release. The consideration described in this Section 1 is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive’s retirement. The parties acknowledge that Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, other than all accrued wages and unused vacation time as of the Retirement Date. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement Date and that the settlement or exercise of rights under such grants shall not be accelerated.

Consideration. In consideration of Employee’s execution Subject to compliance with the terms and conditions of this Agreement, and provided that Employee signs including but not limited to Sections 4-9, the Supplemental Release Associate shall receive a one-time payment of Claims attached hereto $36,000, less applicable withholding, to be paid as Exhibit B on or within five (5) days of soon as practicable after the Separation Date (Date, but in no event later than 45 days following the “Supplemental Release”) Separation Date. In addition, Walmart and does not revoke it, the Company will provide Employee with Associate agree to amend the following severance benefits: a Severance Payment. The Company will pay Employeeterms and conditions of certain contingent payments owed to the Associate and to amend the terms and conditions of certain unvested restricted stock units held by the Associate, as severance, the equivalent of twelve (12follows: a) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , Walmart and the earliest of: Associate hereby amend the Deferred Contingent Merger Consideration Agreement by and between Walmart and the Associate dated August 7, 2016, as amended by that Amendment to Deferred Contingent Merger Consideration Agreement dated September 12, 2016 (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)as amended, the “COBRA Payment PeriodDeferred Contingent Merger Consideration Agreement”), as follows: i. Section 2 of the Deferred Contingent Merger Agreement is hereby deleted and replaced in its entirety as follows: “All of your Deferred Contingent Merger Consideration will be deferred at the Closing and will be held back by the Acquiror and not paid to you. You will permanently forfeit (except as otherwise provided for below) for no consideration, and the Acquiror will permanently retain, any portion of the Deferred Contingent Merger Consideration that has not become payable to you pursuant to the terms of this Agreement in the event that you violate any of the terms and conditions of that certain “Separation Agreement” by and between you and Walmart dated January 26, 2021, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of that certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (the “Forfeiture Provision”). Notwithstanding The Forfeiture Provision, and Acquiror’s right to retain, will lapse as to each installment of Deferred Contingent Merger Consideration set forth on Annex A attached hereto (the foregoing“Consideration Schedule”) on the corresponding date for such installment set forth on the Consideration Schedule, if at subject to your compliance with the Separation Agreement through such installment date, meaning that such installment of Deferred Contingent Merger Consideration will become payable to you on such corresponding installment date, without any time interest. Deferred Contingent Merger Consideration that has become payable pursuant to the Company determines that its Consideration Schedule is referred to as “Due Merger Consideration”. You will receive the payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee your Due Merger Consideration (without interest) on the last day of each remaining the calendar month in which such Due Merger Consideration becomes payable in accordance with the Consideration Schedule, provided that if the last day of any such calendar month is not a Business Day, such payment shall be made on the next succeeding Business Day.” ii. Section 3 of the COBRA Payment PeriodDeferred Merger Consideration Agreement is hereby deleted in its entirety. b) Effective as of the Separation Date, a fully taxable cash payment equal Walmart and the Associate amend the terms and conditions of the restricted stock units (“RSUs) set forth in that Share-Settled Restricted Stock Unit Notification and Terms and Conditions by and between Walmart and the Associate dated September 19, 2016 (the “Notification”), as follows: i. Paragraph 6 of the Notification is hereby deleted and replaced in its entirety as follows: “Forfeiture Situation. The RSUs that would otherwise vest in whole or in part on the applicable Vesting Date (the “Unvested RSUs”) will not vest and will be immediately forfeited if, prior to the COBRA premium for such monthapplicable Vesting Date, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder you violate any of the COBRA Payment Periodterms and conditions of that certain “Separation Agreement” by and between you and Walmart dated January 26, 2021, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of that certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (a “Forfeiture Situation”). Upon the occurrence of a Forfeiture Situation, you shall have no further rights with respect to the Unvested RSUs or the underlying Shares.” ii. Paragraph 7 of the Notification is hereby deleted in its entirety. iii. Subparagraph D of Paragraph 11 of the Notification is hereby deleted in its entirety. iv. Subparagraph J of Paragraph 11 of the Notification is hereby deleted and replaced in its entirety as follows: “No claim or entitlement to compensation or damages shall arise from forfeiture of the Unvested RSUs and the Shares underlying the Unvested RSUs pursuant to Paragraph 6 above.” c) Walmart and the Associate agree that the terms and conditions of the Unvested RSUs are governed by the Notification, as amended by this Agreement, and that the Notification, as amended by this Agreement, amends the Offer Letter from Walmart to the Associate dated August 7, 2016 as follows: i. Paragraph III shall have no further force and effect. d) Except as expressly modified by this Agreement, the terms of the Deferred Contingent Merger Agreement, as amended; the Notification, as amended; the Offer Letter and any other agreements between Walmart and the Associate, shall remain in full force and effect.

Consideration. In consideration Conditioned upon Employee's signing of this Agreement and Employee’s execution 's return of the Agreement to the Company, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit B) indicating Employee's decision not to revoke this Agreement, the Company shall: (a) pay Employee a separation payment in an amount equal to her base salary for a period of six months, which is equal to $177,275 (gross) in total, less ordinary tax withholding and provided that Employee signs all required deductions, which amount shall be paid in twelve equal installments on each of the Supplemental Release twelve next regularly scheduled payroll dates commencing on the next regularly scheduled payroll date following Employee's proper execution and return of Claims attached hereto as this Agreement to the Company and Employee's properly executing and returning Exhibit B to the Company; and (b) to the extent permitted by law, pay Employee's premiums for medical, vision and dental coverage for the time period of August 1, 2015 through January 31, 2016 (the "Coverage Period"), if Employee timely elects Illinois Continuation Law ("ICL") coverage following the Separation Date. If Employee desires to continue ICL coverage after the Coverage Period ends, Employee will be solely responsible for timely paying the entire portion of Employee's ICL premiums to the Company on or within five (5) days before the first day of each month of coverage. If Employee becomes covered under another group medical, vision and/or dental insurance policy during the Coverage Period, the Company's obligation to continue Employee's ICL premium payments will immediately cease. Employee has an affirmative obligation to immediately notify the Company if Employee becomes covered under another group medical, vision and/or dental insurance policy during the Coverage Period. If Employee fails to timely notify the Company of Employee's new group medical, vision and/or dental insurance coverage, Employee will be responsible for reimbursing the Company for any ICL premiums the Company paid that it would not have otherwise had to pay, but for Employee's failure to timely notify the Company. If Employee elects not to utilize any portion of this ICL premium payment option, Employee will not be entitled to the value of the Separation Date (the “Supplemental Release”) and does ICL premium payments not revoke it, the utilized by Employee. The Company will timely provide Employee with the following severance benefits: a Severance Paymentnecessary forms to make an ICL continuation election, if Employee so desires. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as consideration specified in this paragraph 2 shall not be deemed "compensation" for purposes of the Separation Date Company's qualified profit sharing and retirement plan or other benefit programs, and payment of this amount does not entitle Employee to any profit sharing and/or retirement plan contributions by the Company for Employee's benefit or account. The consideration specified in the gross amount this paragraph 2 is not consideration to which Employee is otherwise entitled, and constitutes additional consideration for Employee's obligations under this Agreement, including release and waiver of $512,500.00potential claims identified in paragraph 8 below, subject to standard payroll deductions and withholdings. This amount will be paid in including without limitation a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage potential claim for age discrimination under the Consolidated Omnibus Budget Reconciliation Action Age Discrimination in Employment Act, and the Employee's agreement to paragraphs 12, 13, and 14 of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreement.

Consideration. In consideration of Employee’s execution of Employee acknowledges and agrees that Employee is not entitled to receive any severance payments or benefits pursuant to his Change in Control Agreement or any other agreement or arrangement with the Company or its affiliates. Accordingly, Employee acknowledges and agrees that unless this Agreement becomes effective and irrevocable, (x) Employee is not otherwise entitled to any payments and benefits set forth in this Agreement, and provided that (y) Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) will not receive any such payments and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. . a. The Company will agrees to pay Employee, as severance, the Employee a lump sum cash amount equivalent of twelve to nine (129) months of Employee’s base salary as for a total of the Separation Date in the gross amount of One Hundred Ninety Five Thousand Dollars and Zero Cents ($512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty 195,000.00) less applicable withholdings within ten (3010) business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Date of this Agreement. b. Provided that Employee timely elects continued continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) ), for Employee and her covered dependents following Employee’s separationeligible dependents (if any) within the time period prescribed pursuant to COBRA, the Company shall will pay to COBRA premiums on a monthly basis for such coverage of Employee and any of Employee’s eligible dependents covered under the Company’s health insurance provider (medical, dental and vision) plans as of immediately prior to the full monthly termination of Employee’s employment with the Company, until the earliest of (x) payment by the Company of a period of nine (9) months of such COBRA premiums (in other words, coverage through December 31, 2016), (y) the date upon which Employee has secured other employment, or (z) the date upon which Employee and/or Employee’s eligible dependents otherwise become covered under other health (medical, dental and/or vision) plans. c. Provided that the Effective Date occurs no later than sixty (60) days following the Separation Date, twenty‑five percent (25%) of Employee’s RSUs, which is equivalent to a total of 23,750 Shares subject to the RSUs (the “Accelerating Units”), will accelerate vesting effective as of the Effective Date. For the avoidance of doubt, notwithstanding any contrary provision set forth in the RSU Agreement, to the extent necessary to continue Employee’s enable the Accelerating Units to accelerate vesting in accordance with this Section 1.c., the Accelerating Units will remain outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee will neither be forfeited nor return to the Plan, until the sixty-first (and her covered dependents61st) as of day following the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage Except as set forth in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)this Section 1.c., the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant RSUs will remain subject to this Section, the Company shall pay Employee on the last day of each remaining month all of the COBRA Payment Period, a fully taxable cash payment equal terms and conditions of the Plan and RSU Agreement. Employee acknowledges that he remains subject to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder terms of the COBRA Payment PeriodCompany’s Inxxxxx Xxxxxxx Xolicy and Guidelines With Respect to Certain Transactions in Securities until its applicability to him expires by its terms.

Consideration. In consideration for signing this Agreement without revocation and a second General Release substantially similar to the General Release herein at the conclusion of her employment on December 31, 2018, and in compliance with the representations and promises made herein, the Company agrees: (a) To pay Employee on or before March 15, 2019, the gross amount of $711,810.60, which is equivalent to the combined amount of (i) ten (10) months of Employee’s 's current base salary, (ii) an amount equal to the 2019 Incentive Payment Plan (IPP) bonus calculated at target achievement had Employee remained employed with Company through the end of Company's fiscal year 2019, and (iii) an amount equivalent to ten (10) months of Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") benefits continuation coverage premiums, currently calculated at fiscal 2018 premium rates, whether or not Employee elects to receive such continued healthcare coverage, less all tax withholdings and other deductions. Actual COBRA benefits continuation coverage premiums may vary for Company's fiscal year 2019 in which case the sum set forth above will be adjusted to reflect inclusion of an amount equal to ten (10) months at 2019 actual premium rates; (b) To pay Employee a gross amount which is equivalent to the combined amount of (i) one-half (1/2) of Employee's IPP bonus for 2018 at actual achievement, and (ii) one-half (1/2) of Employee's IPP bonus for 2018 at the greater of actual or target achievement, less all tax withholdings and other deductions, on the date the 2018 IPP bonus is paid to other eligible employees but in no event later than March 15, 2019; (c) To waive any right to forfeiture of performance shares awarded under the 2018 Performance Share Award Agreement for fiscal years 2018, 2019 and 2020 entered into between Company and Employee prior to the execution of this Agreement, with the result being all such performance shares awarded shall be non-forfeitable and provided not subject to proration despite the fact the Employee retired prior to the date some of such awards would otherwise have been earned. Other than the non-forfeiture provision, the earning of such performance shares awarded shall in all other respects remain subject to the terms of the 2016, 2017 and 2018 Performance Share Award Agreements. Except as set forth herein, Employee shall not be entitled to any new or additional performance share awards; (d) To waive any right the Company may have reserved to itself under the IPP, Second and Third Amended and Restated 2007 Long-Term Incentive Plans, any Long­ Term Performance Share Award Agreement, Deferred Stock Agreement, Non-Qualified Stock Option Agreement, any other agreement between the Company and Employee, or any Company policy to adjust any award or payment to avoid triggering the loss of the corporate tax deduction for compensation paid pursuant to Internal Revenue Code Section 162 (m), applicable Treasury Regulations, and any other agency guidance issued or court decision rendered thereunder; (e) To reimburse Employee her reasonable attorney fees and expenses incurred in connection with the negotiation and preparation of this Agreement; (f) From May 1, 2018 through December 31, 2018, Employee shall act in an advisory capacity and the Company shall continue to pay her salary and benefits as of April 30, 2018, per the Company's usual and regular payroll schedule. Employee shall continue to have access to an office at Company's facilities but acknowledges and agrees that she shall have no formal day to day role or responsibility with Company but will be available for transition matters as may be reasonably requested by the Company, for example execution of authorizations and related delegations to resign Employee signs from boards of the Supplemental Release Company and its affiliates. During the period of Claims attached hereto as Exhibit B her advisory or transitionary role, Employee acknowledges and agrees that, absent a specific request by the Chief Executive Officer, she shall not bind the Company with respect to third parties in any regard nor incur any expenses subject to reimbursement by the Company unless such expenses have been preapproved by the Company. Employee shall return her corporate credit card(s), if any, on or within five (5) days before May 1, 2018. Further, Employee's network access for purposes of the Separation Date (the “Supplemental Release”) and e-mail communication shall remain open provided Employee does not revoke it, use the Company will provide Employee with network access to engage in or influence ongoing business operations except as may be requested by the following severance benefits: a Severance PaymentCompany. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided may limit or disconnect network access if it reasonably determines that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (has used such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal access contrary to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodscope set forth herein.

Consideration. In consideration for signing this Agreement and compliance with the promises made herein, Employer agrees: a. to pay to Employee twelve (12) months salary in the amount of Employee’s execution of this AgreementTwo Hundred Thirty-Five Thousand Dollars ($235,000.00), and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or less lawful deductions, within five fifteen (515) days after the passage of the Separation Date revocation period described in paragraph “4”; and b. to pay to Employee the sum of Nine Thousand Two Hundred Fifty Dollars ($9,250.00) less lawful deductions, within fifteen (15) days after the “Supplemental Release”) passage of the aforesaid revocation period, representing the annual amount of income presently attributable to Employee for the use of the automobile presently leased for him by Employer; and c. if Employee elects to continue medical and/or dental coverage under Employer’s group medical and does not revoke itdental insurance plans in accordance with the continuation requirements of COBRA, the Company will provide Employer shall reimburse Employee with for the following severance benefits: cost of said coverage for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of beginning on April 1, 2005 and ending on March 31, 2006. Employee acknowledges that Employer cannot make COBRA payments directly to the Separation Date in group medical and dental insurance carriers and that Employer will pay the gross COBRA amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until through March 31, 2006. Employee acknowledges that Employer shall withhold taxes and other lawful withholdings from the earliest of: (i) monthly payments to Employee, so that the net amount received by Employee will be less than the monthly COBRA amount. Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be the obligation of Employee to promptly notify Employer if and when he has discontinued COBRA coverage or has obtained other medical and/or dental insurance coverage, either directly or through another employer’s group plan, during said twelve (12) months after the Separation Date; (ii) the date when month period, in which event Employer’s obligation to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on payments shall cease; and d. to pay Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant SERP life insurance premium for the one-year policy period February 2005 through January 2006 when said premium payment is due; and e. to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall unused vacation days in calendar year 2005.

Consideration. In consideration for signing this Agreement and General Release, the expiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims Reaffirmation Provision attached hereto as Exhibit B A on or within five (5) days May 1, 2011, and Employee’s compliance with the terms of the Separation Date this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. to pay to Employee salary continuation at Employee’s base rate of pay, less lawful deductions, in accordance with Gerber’s regular payroll practices, for 12 months (the “Supplemental ReleaseSalary Continuation Period”) to commence after April 30, 2011. This consideration is subject to the limitations stated in Section (C)(4) and does not revoke itSection (D) of the Severance Policy for Senior Officers of Gerber Scientific, the Company will provide Inc., which is incorporated by reference and attached as Exhibit B; and b. to pay to Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months pro rata portion of Employee’s base salary as annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the pro rata portion may be a percentage of 0 depending on whether a bonus is earned under the Separation Date Plan. Gerber will pay this pro rated annual incentive bonus when payments are made to the other employees under the Plan, which is currently to be anticipated to be in the gross amount of $512,500.00, subject to standard payroll deductions July; c. if Employee properly and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Action Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of 1985COBRA, as amended Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’s cost but subject to any applicable employee contributions, the health (“COBRA”medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date and ending on March 10, 2012. During this period, Employee will be responsible for Employee and her covered dependents following paying Employee’s separationshare of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, the Company Employee shall pay be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment period, at Employee’s own expense; and x. Xxxxxx shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period, continue to provide Employee with the same life insurance benefits provided to Employee immediately prior to the Termination Date, provided that such benefits shall cease at the end of such thirty day period; and x. Xxxxxx agrees to accelerate the vesting of Employee’s 72,246 unvested shares which were granted under the 2006 Omnibus Incentive Plan.

Consideration. 3.1 In consideration of Employee’s PMBPC and MMBPC granting to OEDCP the Option, OEDCP is paying $100,000 to each of PMBPC and MMBPC contemporaneously with the execution of this Agreement. If the Option is exercised, the $100,000 paid to each of MMBPC and PMBPC shall be applied to the purchase price to be paid to each of MMBPC and PMBPC by OEDCP for the Additional Partnership Interest. 3.2 If the Option is not exercised, PMBPC and MMBPC shall each retain the $100,000 paid to it and OEDCP shall cause its affiliate, DIGC, and DIGC hereby agrees, as additional consideration for the granting of the Option, to assign to (i) PanEnergy Dauphin Island Company, an affiliate of PMBPC ("PDI"), a one percent interest in Dauphin Island Gathering Partners ("DIGP"), to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "PDI Payout" (as such term is defined in the Fourth Amended and Restated General Partnership Agreement for Dauphin Island Gathering Partners (the "DIGP PARTNERSHIP AGREEMENT")) and (ii) MCNIC Mobile Bay Gathering Company, an affiliate of MMBPC ("MMBGC"), a one percent interest in DIGP, to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "MMBGC Payout" (as such term is defined in the DIGP Partnership Agreement). OEDCP shall not be required to cause DIGC to assign to PDI or MMBGC an interest in DIGP as a result of the termination of the Option on the giving of a Withdrawal Notice by OEDCP. 3.3 Contemporaneously with the execution of this Agreement, DIGC, PDI and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days MMBGC, are negotiating for an amendment of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance PaymentDIGP Partnership Agreement. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as drafts of the Separation Date in amendment to the gross amount DIGP Partnership Agreement that have been circulated to the relevant parties contemplate the admission of $512,500.00, subject to standard payroll deductions additional partners and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as reduction of the Separation Date. The COBRA coverage benefit will interest of DIGC in DIGP both before and after "payout." If additional partners are admitted to DIGP, whether pursuant to an amendment to the DIGP Partnership Agreement substantially similar to the current drafts of such amendment or otherwise, any interest in DIGP that may be paid on a monthly basis until the earliest of: assigned to each of PDI and MMBGC pursuant to Section 3.2 of this Agreement (i) twelve with respect to PDI, shall be assigned only (12A) months out of the increased interest in DIGP that DIGC receives after the Separation Date"payout" with respect to PDI and (B) after "payout" has occurred with respect to all DIGP partners other than MMBGC; (ii) with respect to MMBGC, shall be assigned only (X) out of the date when Employee becomes eligible for substantially equivalent health insurance coverage increased interest in connection DIGP that DIGC receives after "payout" with new employment or self-employmentrespect to MMBGC and (Y) after "payout" has occurred with respect to all DIGP partners other than PDI; or and (iii) shall be reduced in the date Employee ceases same proportion that the 14% interest in DIGP that DIGC will receive after "payout" has occurred with respect to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall DIGP partners is reduced.

Consideration. a. In consideration exchange for Employee timely signing and returning the Agreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the release of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itclaims in Section 5 below, the Company will provide Employee with the following severance benefits: a Severance Payment. amounts and benefits (the “Release Consideration”): i. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary in effect as of the Separation Date plus a pro-rated annual bonus for 2023 paid at target in proportion to the gross amount percentage of $512,500.00the year in which Employee was employed by the Company, subject less applicable taxes, withholdings and deductions (the “Cash Severance Payment”), to standard payroll deductions which Employee is not otherwise entitled, pursuant to the applicable timing set forth in Section 2.3 of the Severance Plan. ii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following upon Employee’s separation, submission to the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue of evidence of Employee’s and Employee’s covered dependents’ health insurance coverage that is , if applicable, enrollment in effect for Employee (and her covered dependents) as COBRA, the Company will pay a portion of the Separation Date. The Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA coverage benefit will be paid on a monthly basis directly to the insurer or COBRA administrator, as applicable, until the earliest of: (iA) the date that is twelve (12) months after following the Separation Date; , (iiB) the date when on which Employee becomes and Employee’s eligible for substantially equivalent dependents, if applicable, become covered by the group health insurance coverage in connection with new employment or self-employment; or plan of a subsequent employer and (iiiC) the date Employee ceases to be eligible expiration of Employee’s eligibility for COBRA continuation coverage for any reason, including plan termination under COBRA (such period from the Separation Date through the earlier earliest of clauses (i)-(iiiA), (B), and (C) the “COBRA Payment Period”). The amount of this portion will be the same portion of the premium cost as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date. The period of continued benefits under this paragraph shall run concurrently with (and shall count against) the Company’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot provide the COBRA premium benefits above without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthe Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionthereof, the Company shall will pay Employee on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder monthly portion of the premium cost for group medical, vision and dental coverage as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date, subject to applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to or on the Effective Date shall be paid in a single lump sum on the first regularly scheduled payroll date of the Company following the Effective Date, and any remaining Special Severance Payments will be paid in accordance with the schedule described above. Any Special Severance Payments will be made regardless of whether Employee elects COBRA Payment Periodcontinuation coverage. iii. If Employee signs this Agreement by July 7, 2023 and does not exercise any legal right to revoke it prior to July 15, 2023, each Company stock option granted to Employee that is outstanding as of the Separation Date (each, a “Stock Option”) shall continue to vest until the end of the Transition Period and shall continue to be exercisable until the earlier of June 30, 2024 and the original expiration date of the Stock Option, subject to the Company’s ability to terminate such Stock Option earlier in the event of a corporate transaction or a dissolution or liquidation of the Company to the extent permitted by the terms of the governing equity plan. Except as provided in the foregoing sentence, the terms of all Stock Options shall remain the same and the Stock Options shall continue to be governed in all respects by the governing equity plan documents and agreements. Employee should consult with Employee’s personal tax advisor regarding the implications of the above-described extension of the post-termination exercise period of any Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). iv. Notwithstanding any contrary provision in Employee’s offer letter dated September 12, 2022 (the “Offer Letter”), Employee shall not be required to repay the Sign-On Bonus Advance provided for in the Offer Letter. Employee understands, acknowledges, and agrees that these benefits exceed what Employee is otherwise entitled to receive upon Employee’s separation from employment with the Company, and are being given as consideration in exchange for executing this Agreement, including the general release contained herein.

Consideration. In consideration of Employee’s execution acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay EmployeeEmployee five hundred thousand dollars ($500,000.00), as severanceless any required deductions or withholdings, to be paid to Employee in four equal installments with the first payment to be made on Employer’s first payroll period following the Effective Date, and the remaining three payments to be made no later than Employer’s first payroll period in October 2020, January 2021, and April 2021. This amount is equivalent of to twelve (12) months of Employee’s current base salary ($380,839.68) plus an amount Employer determined to provide Employee as additional consideration for the covenants Employee makes in this Agreement and in order to provide Employee a form of incentive based compensation that Employee may have enjoyed given Employee’s participation in Employer’s Annual Incentive Plan (“AIP”) and notwithstanding the Separation Date impact the pandemic has had on achievement of performance metrics set forth in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. 2020 AIP. b. Provided that Employee timely elects continued continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following Employer shall pay Employee’s separationfull monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until December 30, 2020 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall pay have no further obligations under this subsection. c. Employer will transfer to health insurance provider Employee title to the full monthly COBRA premiums necessary company car that Employer provided to continue Employee (2019 Lincoln Nautilus Reserve, AWD, 0XXXX0XX0XXX00000 with an approximate value of $38,000)(“Company Car”), provided however that Employer shall include the value of the Company Car in Employee’s taxable wages and Employer shall have the right to deduct any tax and withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (to include insurance) from Employer to Employee. d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee’s covered dependents’ health insurance coverage non-payment or late payment of taxes due with respect to such payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Section 3 are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee signs this Agreement, Employer will continue to pay regular wages and employment related benefits through the Separation Date and payout of accrued but unused paid time off in accordance with Employer policy. Except as described below, all employment-related benefits shall cease on June 30, 2020. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in effect this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee (participated. g. Employee acknowledges and her covered dependents) as agrees that by executing this Agreement, that upon receipt of payments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid time off through the Separation Date, all of which were paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The COBRA coverage benefit will be paid on a monthly basis until compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, bonus, commissions, and other payments that would have been owed to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium for such monthterms of this Agreement, less applicable federalEmployee is entitled to no other compensation, state and local payroll taxes and commission, bonus, stock award, benefit, or other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation.

Consideration. In consideration Provided that Employee is in compliance with all obligations to Employer (including this Agreement), executes and does not revoke this Agreement, and executes and delivers to Employer (after the Separation Date) a second release in the form attached hereto as Exhibit A, Employer shall provide Employee with the following consideration: 4.1. Employee shall receive from Employer a lump sum payment in the amount of $204,007.00 less all applicable deductions, withholdings and all applicable taxes (the “Severance Payment”). The Severance Payment is intended to compensate Employee for a pro rata portion of her unearned MBO bonus and 401(k) match, which she will not earn due to the termination of her employment. Such payment shall be made only after Employee’s timely execution and nonrevocation of this Agreement and Exhibit A, on Employer’s next regular practicable payroll date after expiration of the Second Revocation Period (as defined in Exhibit A) in a lump sum amount, less appropriate deductions and withholdings. 4.2. Subject to final approval of the Talent and Compensation Committee of the F5 Board of Directors, the Company shall accelerate vesting of 8,914 shares of restricted stock units (RSUs) that were granted to Employee as part of her initial stock grant when she joined the Company (the “Accelerated RSUs”). The Accelerated RSUs will vest on the Effective Date (defined in Exhibit A), with delivery of shares related thereto as soon as practicable after the Effective Date due to administrative reasons, as compensation and in support of the covenants and obligations herein and subject to all appropriate deductions and withholdings. The parties acknowledge that the accelerated vesting of RSUs described herein is a material item of consideration supporting this Agreement, and, if the Talent and Compensation Committee fails to approve such acceleration, then this Agreement shall be revoked and will have no binding effect on either party. 4.3. Employee shall receive from Employer a lump sum payment equal to six months of COBRA premiums in the amount of $14,590.34 less all applicable deductions, withholdings and all applicable taxes (the “COBRA Payment”). Such payment shall be made only after Employee’s timely execution of this Agreement and Exhibit A, on Employer’s next regular practicable payroll date after expiration of the Second Revocation Period (as defined in Exhibit A) in a lump sum amount, less appropriate deductions and withholdings. Employee acknowledges and agrees that except as required by this Agreement, Employer has no obligation to provide any of the above-stated consideration. Employee further acknowledges and agrees that Employer provides the consideration set forth in this Section 4 as consideration for the covenants and release herein, that such payments would not be provided by Employer in the absence of this Agreement, and provided that Employee signs such payments constitute adequate consideration for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) covenants, waiver and does not revoke itrelease set forth in this Agreement. All consideration shall be less appropriate taxes, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeedeductions, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of the covenants undertaken and releases given by Employee in this Agreement, the Company agrees to provide the following: a. The Company shall pay Employee the gross amount of $3,250,000 (three million two hundred fifty thousand dollars), less statutory taxes and provided that withholdings, no later than April 15, 2020. b. The Company shall pay Employee signs 100% of Employee's 2019 Annual Incentive Bonus in the Supplemental Release amount of Claims attached hereto as Exhibit B on or within five $1,250,000 (5one million two hundred fifty thousand dollars) days pursuant to the terms of the relevant Plan, which shall be payable to Employee commensurate with other similarly situated employees of the Company. c. The Company shall provide full vesting of Employee's 2017 Performance Share Plan pursuant to the terms of the relevant Plan. d. The Company shall continue payment of Employee's base salary and benefits at the current rate through the Separation Date (payable in the “Supplemental Release”) and does not revoke itordinary course of the Company's payroll schedule. e. After the Employee's Separation Date, the Company will also provide Employee with continued coverage under the following severance benefits: a Severance Payment. The Company will pay Company's CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program ("the Plans"), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee, as severance, the equivalent of 's active rate for twelve (12) months of Employee’s base salary as of following the Separation Date ("Benefit Period") if: (a) Employee was enrolled in that particular coverage on the gross amount of $512,500.00, subject Separation Date; (b) Employee elects to standard payroll deductions receive that continued coverage; and withholdings. This amount will be paid in a single lump sum no later thirty (30c) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued is not eligible for coverage under the Consolidated Omnibus Budget Reconciliation Action plans of 1985another employer, as amended (“COBRA”) for which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee's separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date under another employer's comparable plans. f. The Company will arrange executive outplacement services for Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month provider of the COBRA Payment PeriodCompany's choice. g. Employee shall not be required to mitigate the amount of any payment contemplated in Paragraph 2, a fully taxable cash payment equal to the COBRA premium for nor will any earnings or benefits that Employee may receive from any other source reduce any such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder payment. h. The total value of the COBRA Payment Periodpay and benefits described in Paragraph 2 constitutes the "Settlement Payment."

Consideration. In consideration exchange for the promises and agreements made by the Executive contained in this Agreement and in satisfaction of Employee’s execution the terms of this Agreementthe Career Education Corporation Executive Severance Plan, and in addition to the benefits provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itthere under, the Company will provide Employee with (a) within ten (10) days following the following severance benefits: date this Agreement may no longer be revoked by the Executive as described in Paragraph 18 of this Agreement (and provided that this Agreement has not been revoked), but not before January 3, 20100, pay to the Executive a Severance Payment. The Company will lump-sum payment of $462,769.23 (which amount is equal to sixty-four weeks of pay Employee, as severance, calculated based on the equivalent of twelve (12) months of EmployeeExecutive’s base salary as of the Separation Date in Date), less all applicable taxes and other withholdings; (b) pay to the Executive a lump-sum bonus payment of a gross amount of $512,500.00225,000.00, subject which amount is equal to standard payroll deductions 100% of Executive’s 2010 target bonus amount, less all applicable taxes and other withholdings. This , paid in accordance with the normal procedures at the time such payments are made to Employees of the Company, but not later than March 15, 2011, (c) if the Executive is currently a participant in the Company health and/or dental insurance plan(s) and the Executive timely elects to continue insurance coverage under federal COBRA law, the Company will partially subsidize such COBRA coverage such that the Executive will only pay the same cost that similarly situated active employees of the Company pay for such insurance coverage for the following month(s): December 2010 through May 2012; (d) pay for one year of access to executive-level outplacement services to be provided to the Executive by an organization selected by the Executive and agreed to by the Company, which amount will be paid in a single lump sum no later thirty directly to the outplacement services provider (30provided such amount shall not exceed $75,000.00); and (e) days after each option to purchase shares of the Supplemental Release Effective Company issued to the Executive under the Company’s 1998 Employee Incentive Compensation Plan and the Company’s 2008 Incentive Compensation Plan (collectively, the “Option Plans”), which was vested prior to the Separation Date, or which became vested as defined thereinof the Separation Date pursuant to the terms of the Options Plans and the relevant option agreements entered into pursuant thereto or pursuant to the Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Executive and the Company, shall remain outstanding and exercisable until the earlier to occur of (i) the tenth anniversary of the grant date of such option, or (ii) the first anniversary of the date this Agreement is executed (as set forth on the signature page attached hereto). b COBRAThe Executive acknowledges that the monies and benefits set forth in this Paragraph 6 constitute additional consideration above and beyond anything to which the Executive is already entitled, in exchange for Executive’s execution of this Agreement. Provided For purposes of clarification, pursuant to that Employee timely elects continued coverage under certain Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Consolidated Omnibus Budget Reconciliation Action of 1985Executive and the Company, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) effective as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (iA) twelve all unvested Options (12) months after as defined in the Separation Date; Career Education Corporation 1998 Employee Incentive Compensation Plan (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period1998 Plan”). Notwithstanding ) held by the foregoingExecutive under the 1998 Plan became one hundred percent (100%) vested, if at any time and (B) shares of Restricted Stock (as defined in the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, 1998 Plan) held by the Company shall pay Employee on Executive under the last day of each remaining month of the COBRA Payment Period, a 1998 Plan became fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodvested.

Consideration. In consideration of Employee’s execution of this AgreementAgreement and the release herein, and provided that Employee signs his compliance with his obligations hereunder and under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itConfidentiality Agreement, the Company will provide Employee with the following: (i) back pay wages through December 31, 2023 in the amount of $151,615.46, less all lawful and authorized withholdings and deductions (the “Salary Back Payment”), to be paid as soon as practicable following the Effective Date (as defined below) of this Agreement; (ii) the employee is entitled to severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) 24 months of the Employee’s base salary salary, less all lawful and authorized withholdings and deductions (the “Cash Severance”) under their Employment Agreement and both parties have agreed to engage in good faith negotiations on the amount of severance to be paid in the future in cash or stock awards as soon as practicable following the Effective Date (as defined below) of this Agreement; (iii) reimbursement of Employee for the period commencing on the Separation Date in and continuing through and including December 31, 2024 of the gross amount premiums associated with Employee’s continuation of $512,500.00, subject health insurance for Employee and Employee’s family pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended (“COBRA”), provided Employee timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy; (iv) for Employee and her covered dependents following Employee’s separation, reimbursement of expenses incurred by the Company shall pay to health insurance provider and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (v) full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as vesting of any earned shares of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Company’s common stock. Notwithstanding the foregoing, if at any time in the event the Company determines determines, in its reasonable discretion, that its payment of COBRA premiums on Employeethe Cash Severance Payment would jeopardize the Company’s behalf would result in ability to continue as a violation of applicable lawgoing concern, then in lieu of paying COBRA premiums pursuant to this Sectionaccordance with Treasury Regulation § 1.409A-3(d), the Company shall not pay Employee on the last day of each remaining month of Cash Severance Payment until the COBRA Payment Period, first taxable year in which it is able to make such payment without jeopardizing the Company’s ability to continue as a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodgoing concern.

Consideration. In (a) As consideration for Venglarik’s performance of Employeeconsulting services hereunder, Company agrees to pay Venglarik the amounts set forth in paragraph 2, below; and (b) As consideration for Venglarik’s execution non-competition and release undertakings and her other undertakings set forth herein and pursuant to the terms of the Company’s Executive Severance Arrangement, Company agrees to pay Venglarik twenty six bi-weekly payments of $11,154 each during the period from March 20, 2010 through March 19, 2011. Such bi-weekly payments will be made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Venglarik is not required to be paid pursuant to the foregoing for two full weeks (i.e., the first and last pay cycle of this Agreementperiod), her bi-weekly payment may be prorated accordingly. (c) Venglarik shall be eligible to continue her and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five her eligible dependents’ group health plan benefits (5) days of the Separation Date (the “Supplemental ReleaseHealth Benefits”) and does not revoke it, pursuant to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent provisions of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under During the Consolidated Omnibus Budget Reconciliation Action of 1985period from the Termination Date through March 19, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation2011, should Venglarik elect such COBRA continuation, the Company shall continue to pay its portion of the premium for Venglarik and any of Venglarik’s current eligible dependents’ Health Benefits so long as Venglarik continues to health insurance provider pay the regular employee share of such premium; provided, that if the Company’s payments pursuant to this Section 1(c) are structured as reimbursements to Venglarik, such reimbursements shall be made promptly after Venglarik’s payment of the applicable expense for Health Benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. Nothing in this Section shall be deemed to require the Company to reimburse Venglarik for any deductibles, co-pays or other similar type payments incurred by Venglarik relating to the Health Benefits. Following March 19, 2011, Venglarik shall be responsible for the full monthly COBRA premiums necessary cost of the group health plan benefits for herself and her eligible dependents. (d) Venglarik may be eligible, under the terms of the insurance policies governing the life insurance benefits provided to continue Employee’s and Employee’s covered dependents’ health Company employees to elect to convert her basic and/or supplemental life insurance coverage that is in effect for Employee (to an individual policy. Subject to Venglarik’s timely election to convert such coverage and her covered dependents) submitting proof of such conversion, in a form acceptable to the Company in its discretion, the Company shall, for the period from the Termination Date through March 19, 2011, provide a pre-tax reimbursement to Venglarik in an amount calculated as the monthly premium cost for such converted coverage over the applicable premium cost that would have been due from Venglarik had her employment with the Company continued during such period. Such reimbursements shall be made promptly after Venglarik’s payment of the Separation applicable premium expense for the life insurance benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. (e) Should Venglarik secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments and any Company payments for COBRA continuation or life insurance benefits for the period following Venglarik’s attainment of other employment. (f) Subject to Venglarik’s compliance with the terms hereof, the Compensation Committee will extend the exercisability of Venglarik’s outstanding stock appreciation rights and will credit Venglarik’s service as a consultant pursuant hereto as continued employment for purposes of Venglarik’s outstanding stock appreciation rights, time-vested deferred stock and performance-conditioned deferred stock, in any case, for the period(s) set forth with respect to such outstanding awards on Schedule A hereto and with respect to the time-vested deferred stock granted to Venglarik on May 2, 2006, the Compensation Committee will vest all the remaining shares from such grant on March 19, 2010. Pursuant to their terms, Venglarik’s units granted pursuant to the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “SPP Plan”) shall vest and be converted to shares of CDI Stock (as defined in the SPP Plan) on her Termination Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: Company’s obligations under this Section 1 are contingent upon (i) twelve (12) months after the Separation Date; Venglarik having executed this Agreement, (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage seven (7) day revocation period provided in connection with new employment or self-employment; or Section 8, below, having expired and (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier Venglarik having not exercised that right of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrevocation.

Consideration. In consideration The Company agrees to provide Employee the severance pursuant to Section 8 of the Employment Agreement. For the avoidance of doubt, such severance includes the payment to Employee of a lump sum equivalent to 6 months of Employee’s execution base salary, for a total of One Hundred Seventy Nine Dollars ($179,000), less applicable withholdings. This payment will be made to Employee within ten (10) business days after the Effective Date of this Agreement, but in all cases will be paid no later than March 15 of the year following the Termination Date (assuming this Agreement becomes effective by such date). Company further agrees to reimburse Employee for COBRA coverage for Employee and his or her covered dependents from the Effective Date of this Agreement through September 22, 2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, whichever occurs first, provided that Employee signs timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Supplemental Release Company’s high deductible health plan as of Claims attached hereto as Exhibit B on or immediately prior to employee’s termination of employment, Employee shall be paid an amount equal to fifty percent (50%) of the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding. COBRA reimbursements shall be made monthly by the Company to Employee consistent with the Company’s normal expense reimbursement policy. Pursuant to this Agreement, Employee is obligated to notify the Company within five (5) business days of the Separation Date (the “Supplemental Release”) date Employee and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months his or her covered dependents are covered by similar plans of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodemployer.

Consideration. In consideration of for Employee’s execution of signing this AgreementConfidential Waiver and Release and complying with the promises made herein, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide the following payments and benefits: a. Employer will pay Employee a prorated 2011 annual bonus based on Employee’s ten months of employment in 2011. The bonus payment will be calculated in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employer’s Executive Bonus Plan and then prorated for Employee’s base salary as partial year of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions employment and withholdings. This amount will be paid without regard to any requirement under the plan that the Employee be employed on the date the bonus is paid. The bonus amount, less legally required deductions, will be paid at the same time and in a single lump sum the same form as bonus awards for other executive officers under the Executive Bonus Plan, but in no event later thirty (30) days after the Supplemental Release Effective Datethan March 15, as defined therein2012. b. Employee’s health insurance has been paid through November 15th. b COBRA. Provided that Thereafter, Employee timely elects continued will be eligible to continue his group health insurance coverage under at his own expense for up to eighteen months in accordance with the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) ). Employee will be provided with information regarding COBRA. In addition, if Employee signs and does not revoke this Confidential Waiver and Release, Employer will pay Employee a gross amount equal to Twenty-Five Thousand Sixty-Seven and 00/100 Dollars ($25,067.00), less legally required deductions, as reimbursement for Employee and her covered dependents following what it anticipates will be Employee’s separationpremiums under the plan for eighteen months, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue based on Employee’s current elections, and Employee’s covered dependents’ health insurance coverage grossed up for the estimated income taxes payable by Employee on such payment. This payment will be made in a lump sum payment within 15 days following the Effective Date of this Confidential Waiver and Release as defined in paragraph 5 below. c. Employer will vest all outstanding stock options and RSUs that is in effect for Employee (and her covered dependents) were unvested as of the Separation Date. The COBRA coverage benefit , and will be paid on a monthly basis until the earliest of: (i) twelve (12) amend all outstanding stock options to provide that such options will remain exercisable for six months after the following his Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month All shares payable upon settlement of the COBRA Payment PeriodRSUs shall be delivered (including through a certificateless book-entry issuance) within 3 business days following the Effective Date of this Confidential Waiver and Release. Unless, prior to the Effective Date of this Confidential Waiver and Release, Employee delivers a fully taxable cash payment check to Employer sufficient to satisfy required tax withholding, Employer shall withhold and cancel a number of shares having a market value equal to the COBRA premium for such month, less applicable federal, state and local payroll minimum amount of taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodto be withheld.

Consideration. In consideration of Employee’s execution of Subject to this TAR becoming effective and not revoked and Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with pay Executive the following severance benefits: a Severance Payment. The Company will pay Employeeconsideration and benefits to be paid to Executive under Section 7(a) of the Employment Agreement including, as severance, the equivalent (i) continued payment of Executive’s base salary (subject to applicable tax withholdings) for twelve (12) months of Employee’s base salary as of the Separation Date months, such amounts to be paid in the gross first payroll run following the Effective Date; (ii) the payment in an amount equal to the greater of $512,500.00, 100% of Executive’s Target Annual Incentive for 2018 or the actual earned annual incentive for 2018 (subject to standard payroll deductions and applicable tax withholdings. This amount ), such amounts to be paid to Executive as soon as reasonably practicable following the date on which such annual cash incentives are earned, but in no event will be paid in a single lump sum no later thirty than March 15, 2019, and (30iii) days after reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Supplemental Release Effective DateCompany’s health plans until the earlier of (A) twelve (12) months, as defined therein. b COBRA. Provided that Employee timely payable when such premiums are due (provided Executive validly elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”)), or (B) for Employee the date upon which Executive and her Executive’s eligible dependents become covered dependents following Employeeunder similar plans. Subject to this TAR becoming effective and not revoked, Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, and Executive cooperating and assisting with the transition of his duties to other members of Company management, Executive’s separationexisting Restricted Stock Units (“RSUs”) will continue to vest in accordance with the existing vesting schedules through June 30, 2019, and Executive’s existing stock options will continue to vest in accordance with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as existing vesting schedules through March 31, 2019. As of the Separation DateEffective Date all other unvested RSUs, stock options, and equity awards are forfeited and cancelled. The COBRA coverage benefit Executive will be paid on a monthly basis entitled to exercise any outstanding vested stock options until the earliest first to occur of: (i) the date that is twelve (12) months after following the Separation Effective Date; , (ii) the applicable scheduled expiration date when Employee becomes eligible for substantially equivalent health insurance coverage of such award (in connection with new employment or self-the absence of any termination of employment; ) as set forth in the award agreement, or (iii) the ten (10) year anniversary of the award’s original date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)grant. For purposes of clarity, the term “COBRA Payment Period”). Notwithstanding expiration date” shall be the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month scheduled expiration of the COBRA Payment Period, a fully taxable cash payment equal option agreement and not the period that Executive shall be entitled to the COBRA premium for exercise such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodoption.

Consideration. In As consideration for the Employee's execution of and compliance with this Agreement, including the Employee’s execution 's waiver and release of claims in Section 5 and other post-termination obligations, the Company agrees to provide the following benefits to which the Employee is not otherwise entitled: a. The Company agrees to pay Employee a lump sum of $203,963.76 less applicable tax withholdings and other payroll deductions. This payment will be made within 15 business days after Company receives a signed original of this Agreement. For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. If Employee violates Section 7, Section 8, Section 9, and/or Section 10 of this Agreement, and provided that Employee signs the Supplemental Release Company shall be entitled to repayment of Claims attached hereto as Exhibit B on all or within five (5) days part of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. sum described above. b. The Company will agrees to pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount Employee a lump sum of $512,500.0026620.70 for his accrued and paid time off, subject to standard less applicable tax withholdings and other payroll deductions deductions. c. If the Executive timely and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely properly elects continued health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider reimburse the full Executive for the monthly COBRA premiums necessary premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as the Executive on the 10th day of the Separation Datemonth immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA coverage benefit will be paid on a monthly basis Premium Reimbursement until the earliest of: (i) twelve (12) months after the Separation twelve-month anniversary of the Termination Date; (ii) the date when Employee becomes the Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentto receive COBRA continuation coverage; or and (iii) the date Employee ceases on which the Executive becomes eligible to be eligible for COBRA continuation receive substantially similar coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)another employer or other source. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeCompany’s behalf making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionpenalties under the ACA and the related regulations and guidance promulgated thereunder), the Company parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. d. All outstanding unvested equity grants of Employee shall pay Employee on the last day of each remaining month immediately become vested as of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state Termination Date and local payroll taxes and other withholdings required by law, remain exercisable for the remainder of their term. All outstanding vested equity grants shall remain exercisable until they expire on the COBRA Payment Periodoriginal expiration date. Employee is responsible for any local, state and/or federal taxes for these equity grants, including but not limited to the exercise, vesting or expiration. e. Business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy. Employee understands, acknowledges, and agrees that these benefits exceed what Employee is otherwise entitled to receive on termination from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release and restrictive covenants contained in it. Employee further acknowledges that Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company to provide these or other benefits to any individuals other than the Employee.

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred twenty-five thousand dollars ($225,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), if Employee so timely elects and makes the “COBRA Payment Period”). Notwithstanding the foregoingnecessary payments, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the remainder Severance Payment. (e) In accord with Section 4.2 of the COBRA Payment PeriodEmployment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy.

Consideration. In consideration of EmployeeA. Prior to the Separation Date, you shall continue to receive your base salary, less all applicable payroll taxes and withholdings, in accordance with the Company’s execution of normal payroll practices, and other benefits as in effect immediately prior to the Effective Date. B. Provided that you comply with this Agreement, the Restrictive Covenant Agreement and provided that Employee signs the Supplemental Release of Claims Surviving Provisions, do not revoke your signature on this Agreement (as discussed in paragraph 16), and execute the attached hereto as Exhibit B on (but not before) the Separation Date, or within five seven (57) days of following the Separation Date (the “Supplemental Release”) Date, and does do not revoke it, the Company will shall (on behalf of the Releasees) provide Employee you with the following severance benefits: a Severance Payment. consideration after your termination of employment: (i) The Company will pay Employee, as severance, the equivalent of you an amount equal to twelve (12) months of Employee’s times your monthly base salary (the “Separation Payment”), provided you have not secured another position with the Company. The Separation Payment shall be paid to you in bi-weekly payments, beginning on the first full payroll period after the expiration of the revocation period set forth in paragraph 16 of this Agreement. Payments of the Separation Payment will be made on the Company’s normal payroll cycle in accordance with the Company’s regular payroll practices, and are subject to all statutory deductions required by federal, state and/or local law. Payments will be reported on a tax Form W-2. (ii) The Company will pay you a lump-sum amount equal to the difference between the COBRA coverage premium for the same type of medical, dental and vision coverage (single, family or other) in which you are enrolled as of the Separation Date in and your employee contribution, which represents the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance would allocate for such coverage that is in effect had your coverage remained active for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after months. This payment will be made within sixty (60) days of the termination of your employment and will be taxable and subject to withholding for all required federal, state and/or local income and employment taxes. You will be responsible for ensuring the timely payment of your COBRA coverage premiums. The Company shall have no obligation to pay the amounts or to provide the benefits described in this paragraph 4(B) unless you execute and do not revoke this Agreement and Exhibit B. The amounts payable pursuant to this paragraph 4(B) shall not be treated as compensation under the Company’s 401(k) or other retirement plan. You acknowledge and agree that you are not otherwise entitled to the amounts and benefits set forth in this paragraph 4(B). C. Even if you choose not to sign this Agreement, or if you sign this Agreement and then revoke your signature (as explained below), you will still be paid your regular salary through the Separation Date; (ii) , your accrued but unused paid time off, if any, for the date when Employee becomes eligible for substantially equivalent health insurance coverage calendar year in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from which the Separation Date through occurs and any unreimbursed business expenses, in each case, in accordance with the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the applicable Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state policies and local payroll taxes and other withholdings as may be required by law, for the remainder of the COBRA Payment Period.

Consideration. In Unless Executive revokes as described below, the Company shall provide the following consideration for this Agreement: (a) Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of Employeecompensation at Executive’s base salary rate at the time of execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on less all lawful or within five required deductions (5) days of the Separation Date (the “Supplemental ReleaseInitial Severance Pay”) and does not revoke it, the Company will provide Employee with the following severance benefits: a ). Initial Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Pay shall be paid in a single lump sum no later thirty (30) days on the next regularly scheduled payroll day after the Supplemental Release later of the expiration of the Revocation Period described below (the “Effective Date”) or the Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit to which Executive is not otherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments described in Section 2(b) for purposes of Section 409A of the Internal Revenue Code of 1986, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985amended, as amended including any regulations and other guidance issued thereunder (“COBRASection 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4). (b) for Employee Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and her covered dependents following Employee’s separationas a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay to health insurance provider Executive additional severance pay as described in this Section 2(b). On the full monthly COBRA premiums necessary to continue EmployeeCompany’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as regular payroll dates, starting from the later of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Effective Date or the earliest of: Termination Date for twenty-two (i22) twelve bi-weekly pay periods (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Payment Period"), the Company will pay Executive ratably based on Executive’s annual base salary at the time of termination of $350,000, less all lawful or required deductions (“COBRA Payment PeriodSeverance Pay”). Notwithstanding This Severance Pay will be offset, as described herein, by any compensation for services earned during the foregoingPayment Period. Beginning on the Termination Date and continuing through the Payment Period, if at Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under this Section 2(b). If Executive obtains other employment or earns compensation during the Payment Period, such earnings shall be offset against the Severance Pay described in this Section 2(b). Executive agrees to refund any time Severance Pay already provided, to the extent necessary to offset compensation earned during the Severance Period. This offset requirement does not apply to Initial Severance Pay under Section 2(a). For purposes of this Section 2(b), Executive agrees to promptly inform the Company determines that its payment regarding his employment status (and any changes thereto) and the amount of COBRA premiums on Employee’s behalf would result in a violation any compensation he earns during the Payment Period. Each of applicable law, then in lieu of paying COBRA premiums the individual severance payments made pursuant to this SectionSection 2(b) shall be treated as a separate payment, the Company shall pay Employee on the last day rather than as a part of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by lawsingle payment, for purposes of Section 409A, including the remainder of the COBRA Payment Periodshort-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

Consideration. In As consideration of for and subject to the Employee’s 's execution of of, non-revocation of, and compliance with this Agreement, including the Employee's waiver and provided that release of claims in Paragraph 6, the Employer agrees to provide the following benefits to which the Employee signs is not otherwise entitled: (a) Continued payment of Employee's base salary in accordance with the Supplemental Release Employer's regular payroll practices, less all relevant taxes and other withholdings, on the following basis: (i) for a period of Claims attached hereto as Exhibit B 12 months starting on or within five (5) days of the Separation first regular payroll date following the Effective Date (the “Supplemental Release”defined below) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months employee shall receive 100% of Employee’s base salary, minus twenty-four thousand dollars and zero cents ($24,000.00), which shall be deducted from the salary continuation payments made over the initial 12-month period on a pro rata basis and (ii) for a period of 10 months following the expiration of the 12-month period under Paragraph 3(a)(i), Employee shall receive 50% of Employee’s base salary. The first installment payment shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Separation Date and ending on the first payment date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement. (b) Employee shall receive additional consideration as set forth in Schedule A, subject to Employee’s timely execution of the Agreement and non-revocation of the Agreement pursuant to Paragraph 6(b)(vi). (c) On the Effective Date, each of Employee’s outstanding options to acquire shares of common stock of the Company that is unvested as of the Separation Date in shall become vested and exercisable with respect to 100% of the gross amount shares of $512,500.00common stock of the Employer subject thereto, any restrictions on such options shall fully lapse, and such options may be exercised by Employee on or before the earlier of the fifth (5th) anniversary of the Separation Date and the original expiration date of such option. Each of Employee’s outstanding options to acquire shares of common stock of the Employer that is vested and exercisable as of the Separation Date may be exercised by Employee on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option. Any of the foregoing options that Employee fails to exercise on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option will expire and be forfeited at such time without consideration. (d) On the Effective Date, each of the outstanding restricted stock units previously granted to you by the Employer that is unvested as of the Separation Date shall become vested with respect to 100% of the shares of common stock of the Employer subject to standard payroll deductions thereto and withholdings. This amount will any restrictions on such restricted stock units shall fully lapse, and all of such restricted stock units shall be paid in a single lump sum no later settled within thirty (30) days after following the Supplemental Release Effective Separation Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under less applicable withholdings, in accordance with the Consolidated Omnibus Budget Reconciliation Action provisions of 1985the Employer’s 2014 Stock Incentive Plan, as amended (“COBRA”) for and restated, and the applicable restricted stock unit agreement. Employee and her covered dependents following Employer agree that Employer shall withhold shares in an amount necessary to cover Employee’s separation, the Company tax withholding obligations. (e) Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and attorney fees, remitting to Employee’s covered dependents’ health insurance coverage that attorney, Xxxxxxxx Law Group, a lump sum payment in the net amount of twenty-four thousand dollars and zero cents ($24,000.00) within fourteen (14) days of the Effective Date of this Agreement. Employer shall provide Xxxxxxxx Law Group with the appropriate tax documents for this payment, as and when required by law. The twenty-four thousand dollars and zero cents ($24,000.00), is in effect full satisfaction of any claim Employee may have for attorneys’ fees or costs. (f) The Employee (understands, acknowledges, and her covered dependents) agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible consideration in exchange for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonexecuting this Agreement, including plan termination (such period from the Separation Date through general release contained in it. If Employee fails to timely execute the earlier of (i)-(iiiAgreement or revokes the Agreement pursuant to Paragraph 6(b)(vi), the “COBRA Payment Period”)Agreement shall be invalid and no consideration shall be owed or paid. Notwithstanding The Employee further acknowledges that the foregoing, if at Employee is not entitled to any time the Company determines that its additional payment of COBRA premiums on Employee’s behalf would result or consideration not specifically referenced in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreement.

Consideration. In consideration of Employee’s execution Provided the Employee satisfies the conditions of this AgreementAgreement (including returning all Company property as provided in Paragraph 9 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days complying with all restrictive covenants of the Separation Date (the “Supplemental Release”Employment Agreement) and does not revoke itthis Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months will: a. Make lump-sum payment equal to 50% of Employee’s base salary as of the Separation Date in the gross total amount of $512,500.00112,500, subject plus an additional sum of $37,501.50 (together, the “Lump Sum Payment”) less applicable withholdings and deductions; the Company shall also be entitled, and Employee hereby authorizes the Company to standard payroll deductions and withholdingsoff-set any amounts owed by Employee to the Company from the Lump Sum Payment. This amount will The Lump Sum payment shall be paid in a single lump sum no later than thirty (30) days following the expiration of any applicable revocation period. b. The Company shall pay 100% of the Employee’s and his eligible dependents’ health care coverage under COBRA, for a period six (6) months. If the Employee obtains other healthcare coverage during this six (6) month period, the Employee will notify the Company in writing and the Company will discontinue these COBRA payments. Because the Employee is no longer employed, the Employee’s rights to any particular employee benefit will be governed by applicable law and the terms and provisions of the Company’s various employee benefit plans and arrangements. The Employee’s Separation Date will be the date use in determining benefits under all Company employee benefit plans. c. Pay the Employee’s accrued, but unused vacation as of the employment termination date, less applicable withholdings and deductions. The Company and the Employee agree that the Employee has 136 hours of accrued, but unused vacation, which entitles the Employee to a cash payment of $ 14,711.12. d. Not contest any claim by Employee for unemployment compensation related to Employee’s separation from employment with the Company. e. Pay Employee’s actual business expenses incurred as part of the ordinary course of employment with the Company within 15 days after receipt of proper documentation. f. The Company agrees that Section 7 of the Supplemental Release Effective DateEmployment Agreement shall survive such that Employee will be entitled to the payments and other benefits provided for in said Section 7 of the Employment Agreement if a Change in Control, as defined thereinin Exhibit A of the Employment Agreement, shall occur on or before October 20, 2007. b COBRAEmployee acknowledges that the right to receive any payments or other benefits as provided for in Section 7 of the Employment Agreement shall cease and the Company shall have no further obligation with regard to said provision after October 20, 2007. Provided In addition to the foregoing, provided that Employee timely elects continued coverage under satisfies the Consolidated Omnibus Budget Reconciliation Action conditions of 1985this Agreement (including returning all Company property as provided in Paragraph 9 below, as amended (“COBRA”and complying with all restrictive covenants of the Separation Pay Agreement) for Employee and her covered dependents following Employee’s separationdoes not revoke this Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (acknowledge and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonagree that, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal notwithstanding anything to the COBRA premium for such monthcontrary in any applicable documents evidencing a grant of an award under the Lodgian, less applicable federalInc. 2002 Stock Incentive Plan or any similar plan, state any awards of options to purchase Company stock held by Employee shall be immediately exercisable in full, and local payroll taxes and other withholdings required all vesting restrictions upon any restricted stock held by law, for the remainder of the COBRA Payment PeriodEmployee shall lapse.

Consideration. In consideration of Employee’s execution of this Agreement, (a) You will be entitled to the following payments and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or benefits (subject to applicable deductions and withholdings) within five ten (510) business days of the Separation Date Date. Terms not defined in the Agreement and the Release attached as Exhibit A hereto (the “Supplemental Release”) and does not revoke it, shall have the Company will provide Employee meanings assigned to the terms in your employment agreement with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany, dated May 5, 2008, as severance, amended (the equivalent of twelve “Employment Agreement”): (12i) months of Employee’s base Your unpaid salary as through the Separation Date. (ii) Your accrued and unused vacation time through the Separation Date. (iii) Reimbursement for any unreimbursed expenses to which you are entitled pursuant to Section 3(d) of the Separation Date in Employment Agreement. (b) You will be entitled to the gross amount of $512,500.00, following payments and benefits (subject to standard payroll applicable deductions and withholdings) contingent upon your execution and delivery, within twenty-one (21) days following your Separation Date, of the Release and non-revocation of the same as set forth in the Release: (i) A lump sum payment of $450,000 on the thirtieth day following the Separation Date, and a lump sum payment of $4,550,000 on February 1, 2011. (ii) A lump sum cash payment on February 1, 2011 equaling the fair market value for 114,426 unvested shares of Knight Capital Group, Inc. (“KCG”) common stock related to your 2009 bonus (the “bonus shares”). This amount For purposes of establishing fair market value for the restricted shares, the fair market value will be paid in a single based on the average of the high and low sales price on the New York Stock Exchange for KCG common stock as of July 30, 2010. In exchange for the lump sum no later thirty payment for your bonus shares, your unvested bonus shares shall be forfeited. (30iii) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee Subject to your timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company shall (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s extent permitted under applicable law and Employee’s covered dependents’ health insurance coverage that is in effect the terms of such plan) which covers you, your spouse and your dependents for Employee (and her covered dependents) as a period of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after at the Company’s expense, provided that you are eligible and remain eligible for COBRA coverage. (iv) The Company will directly or through one or more affiliated entities, invest up to $12,500,000 in a hedge fund that you create, subject to terms and conditions to be agreed by you and Knight, which will include (x) concurrently with Knight’s investment, your investment of at least $10,000,000 and the investment by one or more other investors of the difference between $12,500,000 and the amount invested by you; (y) the hedge fund is created within two (2) years of the Separation Date; and (iiz) the date when Employee becomes eligible for substantially equivalent health insurance coverage Knight being provided with investment terms at least as favorable as all other similarly situated investors investing similar or lesser amounts in connection with new employment or self-employment; or (iii) the date Employee ceases such hedge fund. Your formation of and involvement in a hedge fund will be deemed not to be eligible competitive for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month purposes of the COBRA Payment Periodnon-compete provisions set forth in Section 8 of this Agreement, provided you do not act as a fully taxable cash payment equal to broker-dealer or engage in the COBRA premium for such month, less applicable federal, state origination and local payroll taxes and other withholdings required by law, for the remainder securitization of the COBRA Payment Periodmortgages.

Consideration. In consideration (a) The Employer agrees to pay to Dennis P. Yaeger his salary for ninety (90) calendar days or itx xxxxxxxxxx xx short-term disability benefits subsequent to June 3, 2002. Said gross pay bi-weekly payment equals Six Thousand Nine Hundred Twenty-three Dollars and Seven Cents ($6,923.07). (b) The Employer agrees to pay the Employer's portion of Employee’s execution health and dental insurance premiums until the Employee reaches the age of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within sixty- five (565) days years old, specifically, until January 13, 2015. The Employee agrees to pay the Employee's portion of health and dental insurance premiums until the Employee reaches the age of sixty-five (65) years old, specifically, until January 13, 2015. Such contributions shall be equivalent to the premiums and allocations thereof, in effect from time to time for all employees of the Separation Date Employer. If the Employee should die prior to reaching age sixty-five (the “Supplemental Release”) and does not revoke it65), the Company Employer's payment for health and dental insurance premiums will provide Employee with the following severance benefits: a Severance Paymentcease. The Company will pay Employee's surviving spouse and dependents, as severanceif any, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject may then apply for health care continuation coverage pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act ("COBRA"). (c) WesBanco agrees to provide the Employee with continued coverage for life insurance under WesBanco's group policy; WesBanco will continue to pay the premium for the life insurance until it is determined that the Employee is disabled and entitled to a waiver of 1985premium regarding the group policy coverage. (d) WesBanco agrees to cooperate and assist the Employee with regard to any application filed by the Employee for long-term disability benefits with the Standard Life Insurance Company. (e) Employee agrees to immediately begin the application process for long-term disability benefits through Standard Life Insurance Company after his separation from employment effective June 3, as amended 2002. (“COBRA”f) WesBanco and Employee mutually agree to waive the written notice period for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as termination of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: existing Employment Agreement, namely, ninety (i90) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage days prior to June 2, 2002, in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, order for the remainder of the COBRA Payment PeriodEmployee to separate from employment effective June 3, 2002.

Consideration. In consideration of Employee’s execution of for the releases and other covenants set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itafter this Agreement becomes effective, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. The following: a. Company will continue to pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as at the biweekly rate of Fifteen Thousand Three Hundred Eighty-Four Dollars and Sixty-Two Cents ($15,384.62) for eighteen (18) months following the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsDate. This amount The first payment will be paid in a single lump sum no later thirty (30) days on the first regular, bi-weekly Company payroll date after Employee has executed this Agreement. The Company shall have the Supplemental Release Effective Dateright to deduct from any payment of compensation to the Employee hereunder any federal, as defined therein. b COBRA. Provided that state or local taxes required by law to be withheld with respect to such payments, and any other amounts specifically authorized to be withheld or deducted by the Employee. b. If the Employee timely elects continued becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for Employee and her covered dependents following Employee’s separationproperly elects such coverage, the Company shall reimburse the Employee, or pay to health insurance provider on the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect behalf, 100% of applicable medical continuation premiums for the benefit of the Employee (and her his covered dependentsdependents as of the date of his Separation, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the Separation Date as Employee remains eligible for, and elects, COBRA coverage. c. Employee shall retain all vested equity awards. All unvested equity awards will be cancelled as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Date and Employee becomes eligible for substantially equivalent health insurance coverage in connection shall have no rights or claims with new employment or self-employment; or (iii) the date respect to any unvested equity awards. d. If Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if dies at any time while the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of is paying COBRA premiums consideration pursuant to this SectionSection 2, the Company shall pay Employee on continue making the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal payments under Section 2 to the COBRA premium for such month, less applicable federal, state Employee’s estate. Such payments to the Employee’s estate shall be made in the same manner and local payroll taxes at the same times as they would have been paid to the Employee had he not died. Employee acknowledges and other withholdings required by law, agrees that the consideration outlined above constitutes fair and adequate compensation for the remainder promises and covenants of the COBRA Payment PeriodEmployee set forth in this Agreement.

Consideration. In consideration of Employee’s Dowski's agreement in paragraphs 8(c), 5(a), 6 and 7, and the other consideration provided herein, and provided that Dowski shall not have taken any action to revoke this agreement, TeleCorp will make the following payments. a. TeleCorp will pay Dowski Seventeen Thousand Five Hundred Dollars ($17,500) a month for the twelve months following the Separation Date in accordance with TeleCorp's normal payroll practices beginning on the next regularly scheduled payday, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. All amounts set forth in this Section 2 are subject to applicable (if any) federal, state and local withholding, payroll and other taxes. b. TeleCorp will pay Dowski a lump sum payment of One Hundred and Five Thousand Dollars ($105,000) representing his 1998 bonus, such payment to be made on the same date as TeleCorp pays its 1998 bonuses to its other employees, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. c. TeleCorp will pay Dowski together with his next regular paycheck a lump sum equal to his earned but unpaid vacation, including any amounts carried over from 1998, in accordance with TeleCorp's vacation payment policy. d. TeleCorp will reimburse Dowski a total of $4,300 (after tax) in accordance with TeleCorp's relocation policy in payment for his February and March duplicate housing relocation benefit. e. TeleCorp will pay Dowski, within a reasonable period of time after Dowski's submission of documentation reasonably acceptable to TeleCorp, a lump sum equal to the total outstanding amounts due to Dowski for travel and expense reimbursement, net of any amounts due TeleCorp, in accordance with TeleCorp's reimbursement policies; provided, however, that within a reasonable period of time after execution of this Agreement, TeleCorp's Audit Committee will commission an audit of Dowski's expenses as charged by Dowski to TeleCorp's company credit card(s). Any and provided all expenses that Employee signs the Supplemental Release Audit Committee determines are personal in nature (collectively, "Dowski Personal Expenses") will be offset against any reimbursable amounts due to Dowski hereunder. In the event that the Dowski Personal Expenses exceed the total reimbursable amounts due to Dowski under this Section 5(e), such excess amount shall be offset against amounts due to Dowski elsewhere under this Agreement. f. To the extent that Dowski is not eligible for coverage under benefit plans of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itsubsequent employers, the Company Dowski will provide Employee with the following severance benefits: continue to be covered for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date at the expense of TeleCorp by the same or equivalent hospital, medical, and dental coverage as Dowski was covered by immediately prior to the Separation Date. g. Within seven (7) business days after TeleCorp receives this Agreement executed by Xxxxxx, XxxxXxxx will: (i) Pay Dowski $18.93 in the aggregate for the repurchase of his Extraordinary Event Shares, Supplemental Shares and nonvested Base Shares; and (ii) Pursuant to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Share Grant Agreement dated July 16, 1998, TeleCorp will issue stock certificates to Dowski representing 139.448 shares of Class A voting common stock and 136.948 shares of Series E Preferred Stock, respectively. The shares to be eligible for COBRA continuation coverage for any reasonissued as set forth above will continue to be restricted in accordance with the Stockholders' Agreement by and among Xxxxxx, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)XxxxXxxx PCS, the “COBRA Payment Period”). Notwithstanding the foregoingInc. and certain other stockholders dated July 17, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period1998.

Consideration. In consideration of Employee’s execution of this AgreementContemporaneously with the Effective Time, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) conditioned upon Executive having fulfilled his duties and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage obligations under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Employment Agreement (“COBRA”including without limitation Section 4 thereof) for Employee up to and her covered dependents following Employee’s separationuntil the Effective Time, the Company shall pay Executive consideration consisting of (a) cash, by wire transfer of immediately available funds, in the amount of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000) (the "Closing Payment"), together with (i) the amount of any accrued but unpaid salary and expenses to health insurance provider the full monthly COBRA premiums necessary date thereof, (ii) a cash payment of Twenty-Five Thousand and No/100 Dollars ($25,000) (the "Quarterly Payment") per calendar quarter, payable in advance on the first day of each quarter from the date of this Agreement to continue Employee’s and Employee’s covered dependents’ health insurance coverage the first to occur of the Effective Time or the Early Termination Date; provided, that is the Quarterly Payment made on the first day of the calendar quarter in effect which the Effective Time occurs shall be prorated for Employee (and her covered dependents) such quarter as of the Separation Date. The COBRA coverage benefit will date of the Effective Time and the difference between the Quarterly Payment and such prorated Quarterly Payment shall be paid on a monthly basis until deducted from the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Closing Payment, but excluding (iii) any other bonuses to which Employee may be entitled under the date Employee ceases Employment Agreement or otherwise except to be eligible the extent payment thereof has been declared by the Board of Directors of the Company but not made prior to the Effective Time and is permitted by Item 5 of Section 4.01 (a)(xvii) of the Company Disclosure Schedule to the Merger Agreement, and (b) forgiveness of the loans listed on Schedule A hereto aggregating Four Hundred-Fifty Thousand and No/100 Dollars ($450,000). The parties agree and acknowledge that the consideration provided under this Section 5 is inclusive of any and all consideration that may become due and payable to Executive upon his exercise of any options or any other rights that Executive may have to purchase shares of capital stock of the Company (except for COBRA continuation coverage for any reason, including plan termination (such period from amounts payable pursuant to Section 2.03 of the Separation Date through the earlier of (i)-(iiiMerger Agreement), the “COBRA Payment Period”)receipt of which consideration Executive hereby waives and relinquishes. Notwithstanding the foregoing, if at any time If Executive's employment is terminated by the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawprior to the Effective Time, then Executive shall, in lieu of paying COBRA premiums pursuant to this Sectionthe payments stated herein, receive such compensation as would be required under the Company shall pay Employee on the last day applicable terms of each remaining month Section 14 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration for the terms of Employee’s execution this Agreement and assuming EXECUTIVE is and continues to be in compliance with the terms of this Agreement, COMPANY agrees to (i) pay EXECUTIVE Four Hundred and Fifty Thousand Dollars ($450,000) (“Separation Payment”), after the expiration of the revocation period set forth in Section 2.2 below, (ii) pay EXECUTIVE a monthly payment equal to Twenty Thousand Dollars ($20,000) for providing post-separation financial consulting services as an independent contractor to COMPANY for a timeframe to be determined by the COMPANY for up to six (6) months (“Consulting Period ”), (iii) pay EXECUTIVE a monthly payment equal to the actual monthly premium of COBRA continuation coverage of COMPANY provided health care insurance and ArmadaCare until EXECUTIVE secures alternative employment which provides health care insurance or for up to eighteen (18) months after the Separation Date, whichever occurs first, assuming EXECUTIVE is eligible for and in fact elects COBRA continuation coverage (“Continuation Reimbursements”), (iv) provide a laptop computer to EXECUTIVE for personal use, and (v) accelerate the vesting of 55,000 of EXECUTIVE’s outstanding unvested stock options effective the Separation Date, after the expiration of the revocation period set forth in Section 2.2 below. Notwithstanding the foregoing, with regard to COBRA Continuation Reimbursements, if the Company determines in its sole discretion that Employee signs it cannot provide the Supplemental Release foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of Claims attached hereto the Public Health Service Act), the Company shall in lieu thereof provide to the EXECUTIVE the foregoing monthly amount as Exhibit B on or a taxable monthly payment for the remainder of the applicable period. The Separation Payment will be made within five ten (510) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentbe subject to normal payroll withholdings as required by applicable state or federal law. The Company first 1099 Consulting Payment and Continuation Reimbursement will pay Employeebe made on December 1, as severance, 2016. EXECUTIVE’s receipt of all consideration referenced herein is contingent upon the equivalent expiration of twelve (12) months of Employee’s base salary as of the revocation period set forth in Section 2.2 below. EXECUTIVE acknowledges that no further amounts are due and owing to him other than amounts for Base Salary and unused PTO through the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee any unreimbursed costs and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodexpenses.

Consideration. In consideration of Employee’s execution A. Provided that you have signed and returned this Agreement as set forth below, and have not revoked your signature on this Agreement (as discussed in paragraph 15), and have signed the Reaffirmation at the end of this Agreement, and the Company shall (on behalf of the Releasees) provide you with the following after your termination of employment: (i) Payment of an amount equal to twelve (12) times your monthly base salary (the “Separation Payment”), provided that Employee signs you have not secured another position with the Supplemental Release Company. The Separation Payment shall be paid to you in bi-weekly payments, beginning on the first full payroll period after the termination of Claims attached hereto as Exhibit B on your employment or within five (5) days the expiration of the revocation period set forth in paragraph 15 of this Agreement, whichever is later. Payments of the Separation Date Payment will be made on the Company’s normal payroll cycle in accordance with the Company’s regular payroll practices, and are subject to all statutory deductions required by federal, state and/or local law. Payments will be reported on a tax form W-2. (ii) In the “Supplemental Release”) and does not revoke itevent a prospective employer seeks a reference relating to your employment, you will direct their inquiries to the Company’s Executive Vice President, Chief Administrative & Human Resources Officer, who will provide, or direct a Human Resources designee to provide, only the dates of your employment, the position that you held, your job location, and your compensation as of the Separation Date, and will confirm that it is Company will policy to provide Employee with the following severance benefits: a Severance Payment. only such information. (iii) The Company will pay Employeeyou a lump sum amount equal to the difference between the COBRA coverage premium for the same type of medical, as severancedental and vision coverage (single, the equivalent of twelve (12family or other) months of Employee’s base salary in which you are enrolled as of the Separation Date in and your employee contribution, which represents the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance would allocate for such coverage that is in effect had your coverage remained active for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after months. This payment will be taxable and subject to withholding. You will be responsible for ensuring the Separation Date; timely payment of your COBRA coverage premiums. This payment will be made within sixty days of termination of your employment. (iiiv) The Company will pay you a lump sum Transition Bonus in the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment amount of $100,000 within sixty (60) days of the termination of your employment. B. Even if you choose not to sign this Agreement, or self-employment; or if you sign this Agreement and then revoke your signature (iii) the date Employee ceases to as explained below), you will still be eligible for COBRA continuation coverage for any reason, including plan termination (such period from paid your regular salary through the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingand your accrued but unused calendar year 2015 PTO, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany.

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(v) shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of Employeethis Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay, subject to and contingent upon approval by the Board of Directors, the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 on the Company’s regularly scheduled payout date. (iv) The COMPANY shall pay the full amount of the Retention Bonus for calendar year 2014 payable on December 12, 2014. (v) The COMPANY shall reimburse EXECUTIVE, no later than December 31, 2014, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement. Payments are to begin on the COMPANY’s next regular payroll period which is at least five (5) business days following the Effective Date of this Agreement, and shall be made and continue bi-weekly pursuant to the COMPANY’S standard payroll practices. However, if the 60 day period within which to consider signing this Agreement begins in calendar year 2014 and ends in calendar year 2015, the first severance payment shall not be made until after January 1, 2015 regardless of when this Agreement is signed by EXECUTIVE. c. No later than forty-five days after the Separation Date, the COMPANY shall obtain title to the cars used by EXECUTIVE (VIN # 0XXXX0XX0XX000000 and VIN # 0XX0X0XX0XXX00000) and shall irrevocably transfer title to such cars to EXECUTIVE and shall pay all fees, taxes, payments or other amounts necessary to effectuate such transfer of title. EXECUTIVE agrees and acknowledges that after transfer of the title to the automobile to him, the COMPANY shall no longer be responsible for providing insurance or maintenance for the automobile in any manner and EXECUTIVE shall be responsible for all costs associated with the vehicle from that date forward. EXECUTIVE agrees and acknowledges that the COMPANY’s Executive Vehicle Program shall no longer apply. d. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Boerne, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. e. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. The COMPANY agrees to pay Employee up to 100% of the monthly premium on the last day (i) North American Company for Life and Health Insurance Buy Sell Policy Number L014978830, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB00850080, (iii) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (iv) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (v) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (vi) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. After the 36 month period expires, to the extent permitted by law and the Respective Policy, EXECUTIVE may have the option to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any of the COBRA Payment PeriodRespective Policies expire, the COMPANY shall procure a fully taxable cash payment equal to substantially similar policy for EXECUTIVE and pay 100% of the COBRA monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(f) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(f) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(f) in a manner as is necessary to comply with PPACA. g. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. h. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. i. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. As full compensation for his services hereunder, the Company agrees to pay the Executive, and the Executive agrees to accept the following: (a) A salary computed at the initial rate of _______________________ Dollars ($___________ ) per annum, payable in such installments as salaries are paid to other executive personnel of the Company. Upon approval of the Board of Directors of the Company, the initial salary as provided for in this Section 4(a) may be increased in such amount as shall be determined by the Board of Directors of the Company, in its sole discretion. (b) The Executive shall be entitled to reimbursement of authorized business expenses incurred in connection with the conduct of the Company's business. The authorized costs, record keeping and reimbursement shall conform to the Company's standard policy with regard thereto established by the Board of Directors of the Company from time to time. (c) In consideration the event the Company implements a 401(k) plan, the Executive shall be entitled to be a participant in such plan. The Executive shall be entitled to life insurance, medical insurance, disability insurance and other fringe benefits in accordance with standard policy affecting senior Company executives, if any, as established by the Board of Employee’s execution Directors of the Company from time to time, including, without limitation, any fringe benefits more specifically described herein. (d) Executive shall be entitled to 20 days of paid vacation each fiscal year, in addition to those holidays normally established for all employees of the Company, which vacation shall not be carried over from year to year, but Executive shall be entitled to compensation for any accrued but unpaid vacation at the earlier of the end of each fiscal year of the Company, or the termination of this Agreement, as provided herein. (e) In the event the Company adopts a stock option plan for the benefit of its employees and provided that Employee signs the Supplemental Release employees of Claims attached hereto its subsidiary corporations, upon the adoption of such stock option plan, Executive will be a participant in the plan. Until such time as Exhibit B on or within five (5) days the Company does adopt a qualified stock option plan, the Executive is entitled to receive a minimum of __________ and up to __________ warrants per year of his employment at an exercise price not less than the most recent issued warrant by the Company. Should there be a change in control of the Separation Date Company (change of control is herein defined as the “Supplemental Release”) issuance of new shares of the Company's common stock in an amount greater than the 50% of the number of outstanding shares of the Company's common stock as of the date of this agreement), and does not revoke itprior to such change of control, the Company will provide Employee with agrees to accept as payment for the following severance benefits: exercise of any outstanding warrants in the Executive's possession a Severance Payment. The Company will pay Employeepromissory note issued by the Executive to the Company, as severance, payable in twenty four months from the equivalent date of twelve (12) months of Employee’s base salary as issuance of the Separation Date in the gross amount promissory note with an interest rate of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty ___ percent (30_%) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodper annum.

Consideration. In consideration of for the releases and covenants by Employee in this ​ Agreement, provided Employee signs and complies with this Agreement, re-executes and reaffirms the covenants and releases in this Agreement on or after Employee’s execution 's Separation Date, and does not exercise the right to revocation under Section 5 of this Agreement, Employee shall receive the following separation benefit(s) ("Separation Package"): (a) Payment of Executive's base annual salary of $400,000 over twelve (12) months. These salary continuation payments will be paid on the Company's regular payroll schedule, subject to standard deductions and provided that Employee signs withholdings, over the Supplemental Release of Claims attached hereto as Exhibit B on or within five twelve (512) days of month period following the Separation Date (Date; provided, however, that no payments will be made prior to the “Supplemental Release”) and does not revoke it60th day following Employee's Separation Date. On the 60th day following the Executive's Separation Date, the Company will provide Employee pay Executive in a lump sum the salary continuation payments the Executive would have received on or prior to such date under the original schedule with the following balance of the cash severance benefits: a Severance Paymentbeing paid as originally scheduled. The Each check will be mailed to Employee at the last known address provided to the Company by Employee. (b) Provided that Employee elects continued coverage under COBRA, the Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly 's COBRA premiums necessary to continue Employee’s 's coverage (including coverage for eligible dependents, if applicable) through the period ("COBRA Premium Period") starting on Employee's Separation Date and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid ending on a monthly basis until the earliest of: to occur of (i) twelve (12) months after following the Separation Date; , (ii) the date when Employee becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment or self-employmentemployer; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Employee must immediately notify the Company of such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)event. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot pay the COBRA Premiums without a substantial risk of COBRA premiums on Employee’s behalf would result in a violation of violating applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay Employee to Employee, on the last first day of each calendar month remaining month of in the COBRA Payment Premium Period, a fully taxable cash payment equal to the applicable COBRA premium premiums for such that month, less subject to applicable federaltax withholdings, state which Employee may, but is not obligated to, use toward the cost of COBRA premiums. (c) The vesting of Employee's stock awards shall be accelerated such that the shares subject to the stock awards that would have vested in the twelve (12) month period following the Separation Date shall be deemed immediately vested and local payroll taxes exercisable as of Employee's last day of employment. Employee understands that the Separation Package is an additional benefit for which Employee is not eligible unless Employee elects to sign, not revoke, and other withholdings required by law, for the remainder of the COBRA Payment Periodreaffirm this Agreement.

Consideration. In consideration of Employee’s execution of for your releases, promises, and representations in this Agreement, the Company agrees that if you (i) sign, and provided that Employee signs do not revoke, this Agreement within the Supplemental Release of Claims attached hereto Revocation Period (as Exhibit B on or within five defined below); and (5ii) days of the Separation Date (the “Supplemental Release”) and does not revoke itcomply with restrictive covenants set forth in this Agreement, the Company will provide Employee you, subject to Section 10, with the following severance benefits: (the “Severance Benefits”), which you acknowledge is more than you would be entitled to receive if you did not sign this Agreement: X. xxxxxxxxx pay in a Severance Payment. The Company will pay Employee, as severance, the equivalent total amount equal to twenty-four (24) weeks of twelve (12) months of Employee’s your current base salary as with the Company, minus any applicable taxes and withholdings and other amounts required by law to be withheld, payable in accordance with the Company’s regular payroll practices over a twenty-four (24) week period (the “Severance Period”), beginning on the first payroll date that follows the expiration of the Separation Date Revocation Period but in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum any event no later thirty than sixty (3060) days after the Supplemental Release Effective Separation Date (it being understood that payments shall not commence until after the expiration of the Revocation Period and that the first payment shall include all payments that would otherwise have been made after the Separation Date); B. provided that you elect, as defined therein. b COBRA. Provided and to the extent that Employee timely elects continued you are and remain eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employeethe Company’s separationgroup health plan, payment of that part of the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance for such continued coverage that is in effect for Employee of you (and her covered dependents) and, if applicable as of the Separation Date. The COBRA , your dependents) that exceeds the amount that you would pay for such coverage benefit will be paid if you were an active employee of the Company, starting on a monthly basis until the earliest of: first day following the date on which your coverage under that plan as an employee of the Company ends, and ending on the earlier of (i) twelve the date as of which twenty-four (1224) months after the Separation Dateweeks of such subsidized COBRA premiums have been paid; or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases on which your right to be eligible for COBRA continuation coverage under COBRA ends. You agree and acknowledge that for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiso long as you are covered by COBRA and receiving severance pay under Section 4(A), the “COBRA Payment Period”). Notwithstanding amount that you would pay for coverage under the foregoing, Company’s group health plan if at any time the Company determines that its payment you were an active employee of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on be deducted from such severance payments, and that this coverage under the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Company’s group health plan shall run concurrently with such plan’s obligation to the COBRA premium for provide continuation coverage pursuant to COBRA. You further agree and understand that this Section 4(B) shall not limit such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.plan’s obligation to provide continuation coverage under COBRA; and

Consideration. In As a material inducement to and in consideration of Employee’s execution for Employee entering into this Release, and subject to the terms and conditions of this AgreementRelease, the Severance Plan and provided that the Participation Agreement (as defined below), Company agrees to provide the Employee signs with the Supplemental Release of Claims attached hereto severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as Exhibit B on or within five (5) days of the Separation Date amended December 6, 2013 (the “Supplemental ReleaseSeverance Plan”) and does not revoke itthe Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Company will provide Employee with Severance Plan) and described in Section 2(a) of the following Participation Agreement. Such severance benefits: a benefits shall be subject to the terms and provisions (including the time and form of and conditions required for full payment) of the Participation Agreement and the Severance PaymentPlan. For clarity, these benefits are as follows: a. The Company will shall pay EmployeeEmployee the gross sum of Five Hundred Eighty Five Thousand, as severanceSix Hundred Twenty Five Dollars ($585,625.00), the equivalent of twelve representing fifteen (1215) months of Employee’s base salary as of the Separation Date Date, as set forth in Section 2(a)(1) of the gross amount of $512,500.00Participation Agreement, which shall be payable in accordance with the Company’s normal payroll schedule over the fifteen (15) month period following the Separation Date, subject to standard payroll deductions the six-(6) month delay described in Section 11 below to avoid adverse tax consequences to Employee in accordance with Section 5 of the Severance Plan and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateParticipation Agreement. b. Provided Employee is eligible for, as defined therein. b COBRA. Provided that Employee and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985elects, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCOBRA continuation coverage, the Company shall will pay to health insurance provider the full monthly amount of COBRA premiums necessary as set forth in Section 2(a)(3) of the Participation Agreement, for a period of up to continue Employee’s fifteen (15) total months, subject to the terms of the Participation Agreement and Employee’s covered dependents’ health insurance coverage that is the Severance Plan. c. Employee shall become vested (to the extent not already vested) in effect for Employee (the stock options and her covered dependentsequity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) as of the Participation Agreement. Following the Separation Date. The COBRA coverage benefit , Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases terminate pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)their terms. Notwithstanding the foregoing, if at effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the Separation Date) shall be extended to December 31, 2014, provided that Employee’s rights to exercise Employee’s vested options may terminate prior to such date, in accordance with Employee’s violation of Employee’s obligations under this Release. Employee understands and agrees that the amendment of Employee’s stock options to extend the post-termination exercise period will disqualify, as of the date of this Release, any time options that were previously considered “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). By executing this Release, Employee consents to this amendment and that Employee has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under which they were granted. d. The Company will pay Employee’s attorneys for reasonable attorneys’ fees incurred in connection with their representation of Employee in the review of this Release, up to a maximum of $7,500, upon the Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. e. The Company will use commercially reasonable efforts to maintain an email message responding to Employee’s former Chimerix email address which states that Employee is no longer with the Company determines and provides a contact number to reach him, for a period of one year from the Separation Date. f. Employee acknowledges that its payment he is not eligible for the severance benefits described in this Section 2 in the absence of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month his execution of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state Participation Agreement and local payroll taxes his execution and other withholdings required by law, for the remainder non-revocation of the COBRA Payment Periodthis Release.

Consideration. In consideration If you (a) sign and do not revoke this Agreement (b) comply with the obligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) You will receive continuation of Employeeyour Base Salary in accordance with the Company’s execution regular payroll practices, less all relevant taxes and other withholdings, for a period of this Agreement, and provided that Employee signs eighteen (18) months starting on the Supplemental Release of Claims attached hereto as Exhibit B on or within five first payroll date following the Termination Date. (5ii) days of For the Separation eighteen (18) months following the Termination Date (the “Supplemental ReleaseCoverage Period”) ), if you timely and does not revoke it, properly elect to receive continued health coverage under the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of EmployeeCompany’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage health plan under the Consolidated Omnibus Budget Reconciliation Action Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of 1985the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for Employee reasonable fees and her covered dependents following Employee’s separation, costs you incur for outplacement services during the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after following the Separation Termination Date; , up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (ii30) days of the date when Employee becomes eligible the expense is incurred. (iv) 424,707 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to services performed. You will not be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Consideration described in this Paragraph 3 unless the Company determines has received an executed copy of this Agreement, which has not been revoked. You further agree that its payment of COBRA premiums on Employee’s behalf would result the amounts described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to Section 3 are the full consideration for this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment Agreement and are equal to or exceed the COBRA premium for such monthseverance benefits described in the Severance Agreement and are equal to or exceed any benefits, less applicable federalcompensation, state and local payroll taxes and or other withholdings required by law, for the remainder financial consideration to which Employee would be entitled absent his signing of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of for Employee’s execution release of claims set forth below and Employee’s other obligations under this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. The benefits to which he is not otherwise entitled (the “Benefits”): (a) the Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in Employee a single lump sum no later thirty payment of $309,000 (30less applicable tax withholding) days after on the Supplemental Release first Company pay day following the Effective Date (as defined below); (b) the Company will amend Employee’s currently outstanding vested compensatory stock options (which the Company and Employee agree are all set forth on Exhibit A), effective as of the Termination Date, to extend the post-termination exercise period applicable to each such option, to the extent it is vested and exercisable as defined therein. b COBRA. Provided of the Termination Date, so that each such vested option remains exercisable until the earlier of (i) the first anniversary of the Termination Date and (ii) the date each such option would otherwise expire (absent the termination of Employee’s service) under its original terms; and (c) provided that Employee timely and accurately elects such coverage, the Company shall pay the premiums for continued coverage under the Company’s health insurance programs as provided by the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered his eligible dependents following Employee’s separation, from the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Termination Date through the earliest of: of (i) twelve Xxxxx 00, 0000, (12) months after the Separation Date; (iixx) the first date when that Employee becomes eligible for substantially equivalent coverage under the health insurance coverage in connection with new employment or self-employment; or program of a subsequent employer, and (iii) the such other date as Employee (or his eligible dependents, as applicable) ceases to be eligible for COBRA continuation coverage for coverage. For the avoidance of doubt, nothing in this Agreement accelerates the vesting or exercisability of any reasonof the compensatory equity awards held by Employee. In addition, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Employee must immediately notify the Company determines that its when he becomes eligible for health insurance coverage by another employer. Not later than April 1, 2011, Employee will be solely responsible for payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the full COBRA premium for in order to continue such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcoverage (if then available).

Consideration. In consideration of Employee’s execution of 's decision to enter into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company K-C will provide Employee with the following severance benefits: along with other good and valuable consideration: (a) Employee shall remain an employee of K-C, receiving full-time pay and all benefits to which Employee may otherwise be entitled, through April 30, 2012. (b) A lump sum separation payment of two (2) times the sum of Employee's annual salary plus the average of the last three (3) years of Employee's bonus payments, pursuant to the terms of the Xxxxxxxx-Xxxxx Corporation Severance Pay Plan, in the specific amount of $2,296,823.00. (c) Employee will be paid a Severance Paymentprorated portion of any year 2012 award Employee would otherwise be provided under the terms of the Executive Office Achievement Award Program (“EOAAP”). The Company Any award provided to Employee under EOAAP will pay be prorated and paid according to the terms of the EOAAP program. (d) Employee will be offered COBRA medical continuation coverage under Employee, 's current medical plan or as severance, the equivalent of twelve otherwise provided by law and will receive eighteen (1218) months of Employee’s base salary as such coverage without payment of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsapplicable premium if Employee elects coverage; provided that such coverage will cease if during that 18-month period Employee obtains coverage through another employer. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that If Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation medical coverage beyond eighteen (18) months, Employee must pay the applicable premiums for any reason, including plan termination further coverage as provided by law. (such e) Attendance by Employee at a nationally recognized public board of directors governance program. K-C shall provide Employee reimbursement of reasonable out of pocket expenses and costs related to participation in this program. Such program must commence not later than eight months following the date of Employee's separation from K-C. (f) Employee Assistance Program (EAP) services provided by K-C's current EAP provider for a period of three (3) months beginning the month following Employee's separation from K-C. Tax withholdings may be applied to the Separation Date through above payments as determined by K-C in its sole discretion. Employee is fully responsible for the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation all taxes and K-C makes no representation as to the tax treatment of applicable law, then in lieu of paying COBRA premiums pursuant to any consideration under this Section, the Company shall pay Employee on Agreement. All above payments will be made as soon as administratively feasible after the last day date of each remaining month of Employee's employment or the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state date this Agreement becomes final and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbinding whichever is later.

Consideration. In consideration of Employee’s execution of for entering this Agreement, and provided that Company agrees to provide to Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five following: a. Between ten (510) days and fourteen (14) days after Employee delivers to Company an executed copy of the Separation Date (the “Supplemental Release”) this Agreement and does so long as Employee has not revoke itexercised his right of revocation as described in Section 8.g below, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve to Employee severance in an amount equal to twenty-four (1224) months of Employee’s base salary Base Salary as of the Separation Date in the gross date of this Agreement for a total amount of $512,500.00607,000.00, subject less applicable and appropriate withholdings customarily withheld from payroll (hereinafter the “Severance Amount”), with such amounts to standard payroll deductions and withholdings. This amount will be paid over a period of twenty-four (24) months in a single lump sum no later thirty accordance with the current payroll schedule that Employee has been paid through the date of this Agreement commencing with the execution of this Agreement. b. Between ten (3010) days and fourteen (14) days after Employee delivers to Company an executed copy of this Agreement and so long as Employee has not exercised his right of revocation as described in Section 8.g below, Company will pay to Employee the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action sum of 1985, as amended $50,000.00 (including a “COBRA”gross up” amount to cover Employee’s personal income taxes payable in connection therewith) for relocation expenses. c. Company shall also reimburse Employee for reasonable expenses associated with outplacement employment activities for Employee. d. As of the date of this Agreement, Employee has been granted 250,000 stock options with an exercise price of $4.84 per share; and her covered dependents following 30,000 stock options with an exercise price of $12.90 per share. All of Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) 280,000 stock options granted as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) date of this Agreement shall vest fully as of the date when of this Agreement and such options shall expire on the second anniversary of the date of this Agreement. e. As of the date of this Agreement, Employee becomes eligible for substantially equivalent has been granted 100,000 shares of restricted stock with a share price of $4.84 per share; and 15,000 shares of restricted stock with a share price of $12.90 per share. All of Employee’s 48,333 unvested restricted shares shall continue to vest fully in accordance with the Company’s applicable restricted stock plan. f. The Company shall provide Employee an amount equal to Employee’s COBRA health insurance coverage premiums for the 18 month period beginning the first day of the first month that Employee’s medical benefits cease with the Company. g. The above stated consideration will serve to constitute full and complete settlement of all claims and potential claims against Company to which Employee may otherwise be entitled to receive. Employee agrees that the foregoing payments shall constitute the entire amount of monetary consideration provided to him under this Agreement and that he will not seek any further compensation for any other claimed damage, costs, or attorneys’ fees in connection with new employment the matters encompassed in this Agreement or self-employment; or (iii) under the date terms of the Amended and Restated Employment Agreement entered August 10, 2004. h. Employee ceases acknowledges and agrees that Company has made no representations to be eligible for COBRA continuation coverage for him regarding the tax consequences of any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums amounts received by him pursuant to this Agreement. Employee agrees to pay federal or state taxes, if any, which are required by law to be paid with respect to the severance payment. Employee further agrees to indemnify and hold Company harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity against Company for any amounts claimed due on account of this Agreement or pursuant to claims made under any federal or state tax laws, and any costs, expenses or damages sustained by Company by reason of any such claims, including any amounts paid by Company as taxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise. i. Employee represents that prior to the receipt of any amounts or benefits set forth in this Section, the he will return to Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodall files, a fully taxable cash payment equal records, documents, drawings, specifications, client lists, equipment and property, any and all inventory, graphics, designs, and similar items relating to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder business of the COBRA Payment PeriodCompany.

Consideration. In consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s execution adherence to the promises made herein, Employer agrees that: (a) Employer will pay Employee a gross amount of this Agreement, Five Thousand Dollars ($5,000) payable in a check for alleged attorneys’ fees and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or made payable to Xxxxxx X. Xxxxx along with a form 1099. This check shall be delivered to Attorney Xxxxx within five ten (510) days of the Separation Date expiration of the revocation period set forth in Paragraph 4 and Attorney Xxxxx and Employee providing Employer with completed W9s; and (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Employer will pay Employee, as severance, Employee severance in the equivalent form of twelve salary continuation for a period of seventy-four (1274) months weeks in the amount of Employee’s normal base salary as salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this Agreement and the expiration of the Separation Date revocation period set forth in Paragraph 4; and (c) If Employee elects to continue health coverage in accordance with the gross amount continuation requirements of $512,500.00COBRA, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Employer shall pay to health insurance provider the full monthly COBRA premiums necessary cost of said coverage for a period of time that begins upon the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4 and continues for a period of eighteen (18) months. Thereafter, Employee, if then eligible, may elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodperiod at Employee’s own expense. This period of continued health coverage being paid for by Employer shall be deemed to run concurrent with the continuation period federally mandated by COBRA, or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees. Employer’s obligation to reimburse Employee the cost of coverage under 2(c) shall cease immediately if at any time before the eighteen month deadline Employee becomes eligible to receive benefits through another employer’s plan. Employee has an obligation to inform Employer (through its General Counsel’s office) immediately upon becoming eligible to receive health care insurance from another employer; and (d) It shall engage the services of an outplacement service provider as chosen by Employee (subject to Employer’s approval which will be granted if selection is reasonable) to provide outplacement services to Employee up to a maximum of $15,000 if Employee indicates (no later than thirty (30) days of the expiration of the revocation period set forth in paragraph 4) that she has a desire to use such services; and (e) Employee is currently a participant in Employer sponsored plans or programs through which she has received or, to the extent she were employed, is eligible in the future to receive restricted common stock that may only vest pursuant to the terms of the particular plan or program. Employer hereby agrees to vest Employee in 2,000 shares of said restricted common stock awarded pursuant to Restricted Stock Agreement dated as of February 24, 2012 upon the execution of this Agreement and the expiration of the revocation period in paragraph 4 and following the requisite Committee approvals. All other restricted shares of common stock received by Employee or that may have been awarded to Employee are hereby forfeited. Employee agrees to enter into or execute any other documentation that Employer reasonably may require in order to give effect to the vesting of such restricted common stock. At Employer’s sole discretion, it may elect to pay Employee a lump sum equal to the market price of the stock on the date the Agreement is signed as determined using the closing price of the stock reported by the New York Stock Exchange; and (f) Employee is currently a participant in Employer’s Annual Incentive Plan (“AIP”). Should Employer meet the 2012 corporate goals contained in the AIP as determined at year end, Employer will pay Employee a pro rata distribution of 50% of what Employee would have otherwise been entitled to receive had she remained employed through December 31, 2012 and assuming she had achieved her individual goals. If Employer fails to meet its 2012 corporate goals, Employee shall receive no award. All other current or future benefits of the AIP are hereby forfeited; and (g) To the extent such benefits can be converted to individual policies in accordance with their terms, and if Employee converts one or more of her Employer provided life insurance policy(ies) to a private policy, Employer will agree to reimburse Employee the cost of such continuing coverage for the length of the severance period set forth in paragraph 2(b) up to a maximum of $500 per month with the balance of any remaining payments being paid by Employee. All other Employer provided benefits except as specifically provided for herein, shall terminate upon the Effective Date; and (h) If Employee applies for unemployment benefits requiring Employer to designate the reason for Employee’s separation from employment, Employer shall characterize it as a “separation from employment—willful misconduct not alleged.” Employer shall take no affirmative actions seeking to preclude Employee’s recovery of unemployment benefits; and (i) On the first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4, Employer shall reimburse Employee for 10 accrued, unused PTO days; and (j) If Employee should die during the severance period set forth in 2(b), any remaining payments due and owing under 2(b) will be paid, in the same manner and time as above, by Employer to Employee’s designated beneficiary, Xxxx X. XxXxxxx, Xx. (k) Provided Employee submits, in advance, a script of prepared remarks that focus on comments that are positive in nature, Employer shall make arrangements for her to meet with a limited audience (that must be agreed to in advance by Employer) for fifteen (15) minutes or less provided that her oral comments stick to the script.

Consideration. In consideration of Employee’s execution of for signing this Agreement, General Release and Separation Agreement and complying with the promises made in it and further provided that Employee signs this General Release and Separation Agreement and does not exercise her right to revoke any portion of it as set forth in Paragraph 6 below, and further conditioned upon Employee’s ongoing compliance with and performance of all of her commitments in this General Release and Separation Agreement (including under Paragraph 7) and any agreement identified in Paragraph 17, Employer agrees to provide Employee the Supplemental Release following severance benefits (collectively, the “Severance Benefits”): a. Employer shall pay Employee severance pay in the amount of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date $131,968.63, less applicable withholdings and deductions (the “Supplemental ReleaseSeverance Pay”) and does not revoke it), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will which shall be paid in substantially equal installments on a single lump sum no later thirty (30) days after semi-monthly basis, beginning on the Supplemental Release Effective Datefirst payroll date following the expiration of the Rescission Period and ending on December 31, as defined therein. b COBRA. Provided 2020. b. Employer shall pay on Employee’s behalf the Employer portion of the premium for health insurance through December 31, 2020; provided that Employee timely elects continued continuation coverage under COBRA. c. Employer shall accelerate the Consolidated Omnibus Budget Reconciliation Action vesting of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, options to purchase 30,011 shares of common stock of the Company shall pay to health insurance provider and 22,499 restricted stock units (the full monthly COBRA premiums necessary to continue Employee’s “Accelerated Equity Awards”), such that they will be fully vested and Employee’s covered dependents’ health insurance coverage that is in effect for Employee exercisable (and her covered dependentsif options) or issued (if restricted stock units) as of the Separation business day immediately following the expiration of the Rescission Period (the “Vesting Date”). From the Vesting Date, Employee shall have until November 8, 2020 to exercise any vested options that she holds, including those that are part of the Accelerated Equity Awards. The COBRA coverage benefit Accelerated Equity Awards are identified on Exhibit A. Employee further confirms that all other unvested stock options and restricted stock units granted to her during her employment are forfeited as of the Last Day of Employment. d. Employer pay on Employee’s behalf all rent and utilities on Employee’s Texas apartment after the Last Day of Employment through the remaining lease term; provided that Employee cancels all non-essential utilities and vacates the property no later than October 31, 2020. Employee acknowledges that Employer will negotiate a early termination of the lease and agrees to cooperate with Employer in obtaining such earlier negotiation of the lease. e. Employer will reimburse Employee for her documented moving expenses related to relocating from your Texas residence (the “Moving Expenses”), in an amount not to exceed $20,000. The Moving Expenses will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when December 31, 2020, provided that Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases has provided to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier Employer an executed release of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, claims for the remainder period August 11, 2020 through December 31, 2020 in the form of the COBRA Payment PeriodExhibit B and submitted copies of receipts in accordance with Employer’s expense reimbursement policy.

Consideration. In consideration of for Employee’s execution and compliance with the terms of this Agreement, including the waiver and provided that Employee signs release of claims in Paragraph 3, the Supplemental Release of Claims attached hereto as Exhibit B on or within five Company agrees to provide the following: (5a) days of In addition to Employee’s regular compensation and Employee’s entire 2021 vacation pay, less applicable taxes and withholdings, which shall be paid/used through the Separation Date (the “Supplemental Release”) and does not revoke itDate, the Company will provide Employee with with: (i) $2,000,000.00, payable through the following severance benefits: a Severance Payment. The Company’s regular payroll in semi-monthly, substantially equal installments of $83,333.33, less applicable taxes and withholdings, through July 2, 2022 (the “Pay-Through Date”); and (ii) $24,329.61, substantially representing what the Company will pay Employee, as severance, the equivalent of twelve (12) months would have otherwise paid for its share of Employee’s base salary medical insurance premiums if Employee was employed through the Pay-Through Date and enrolled through such date in the same medical coverage (whether Employee alone or in combination with family members) that Employee was enrolled in as of the Separation Date in the gross amount of $512,500.00Date, subject to standard payroll deductions less applicable taxes and withholdings. This amount will be paid , payable in a single lump sum no later thirty payment together with the first installment payment of wage replacement described above in sub-Paragraph 2(a)(i). (30b) days Payment of/entitlement to the consideration described above in sub-Paragraphs 2(a)(i)-(ii) (collectively hereinafter, “Consideration”) will commence on the first regularly scheduled pay date of the Company after the Supplemental Release Effective Dateexpiration of the Revocation Period, as defined thereinset out in the paragraph titled “Provisions Required by the Age Discrimination in Employment Act/Older Worker Benefits Protection Act” below. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Notwithstanding sub-Paragraph 2(a) for Employee and her covered dependents following Employee’s separationabove, the Company reserves the right to pay any or all of the Consideration described above in a lump sum on the first such regularly scheduled pay date of the Company. Employee shall pay to health insurance provider the full monthly COBRA premiums necessary receive, under separate cover, information concerning rights to continue Employee’s participation in any Company-sponsored group insurance plan to the extent permitted by, and in accordance with, COBRA. Employee’s covered dependents’ health insurance coverage benefits in all other Company-sponsored benefit plans shall terminate in accordance with the eligibility requirements of such plans except as otherwise specified in this Agreement. (c) Employee understands, acknowledges, and agrees that the Consideration described above exceeds what he/she is otherwise entitled to receive upon separation from employment, and that the Consideration described above is being paid is in effect exchange for executing this Agreement. Employee (further acknowledges and agrees that upon his/her covered dependents) receipt of regular compensation and used 2021 vacation pay through the Separation Date, along with the Consideration being paid pursuant to this Agreement, the Company will have paid Employee all compensation due and owing to Employee related to any employment relationship between Employee and the Company, including, without limitation, all salary, pay, commissions, stock grants, LTI compensation, bonuses, vacation pay, and paid time-off. Employee is not entitled to any accelerated vesting of restricted stock that was or could have been awarded to Employee during the employment relationship with the Company. Further, as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , Employee is no longer an employee of the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Company and may under no circumstance represent him/herself to be eligible for COBRA continuation coverage for in any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in way connected with or a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month representative of the COBRA Payment PeriodCompany. Accordingly, a fully taxable cash payment equal Employee specifically agrees to promptly update any and all social media accounts that Employee accesses, uses, or maintains to reflect the COBRA premium for such monthfact that Employee is no longer employed by the Company. For purposes of this paragraph, less applicable federalsocial media accounts include but are not limited to Facebook, state Instagram, LinkedIn, Twitter, and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Four Square

Consideration. In consideration of Employee’s execution of for Employee signing this AgreementAgreement and General Release, and provided that complying with its terms, Momenta agrees to provide the following separation benefits in accordance with and pursuant to the Executive Employment Agreement between Employee signs and the Supplemental Release Company dated as of Claims attached hereto June 18, 2008 (as Exhibit B on or within five (5) days of the Separation Date (amended, the “Supplemental ReleaseEmployment Agreement”): (a) and does not revoke itFour hundred fifty thousand six hundred twenty six dollars ($450,626), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of representing an amount equal to twelve (12) months of Employee’s gross base salary as of the Separation Date in the gross amount date of $512,500.00termination, subject less lawful deductions, to standard payroll deductions and withholdings. This amount will be paid in a single equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; (b) One hundred eighty thousand two hundred fifty dollars ($180,250), less lawful deductions, representing the greater of (i) the annual discretionary target bonus for Employee for fiscal year 2018 and (ii) the annual bonus paid to the Employee for fiscal year 2017, to be paid in one lump sum no later thirty (30) days on the next payroll date following the 60th day after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that date of termination; (c) if Employee is eligible for and timely elects continued to continue his medical, dental and/or vision health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“pursuant to COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay continue to health contribute, until the earlier of twelve (12) months following the date of termination or the date on which Employee becomes eligible to receive group medical, dental and/or vision insurance provider coverage through a new employer (the full monthly “Contribution Period”), toward the cost of Employee’s COBRA premiums necessary the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by Employee on a monthly basis. After the Contribution Period, Employee may continue receiving coverage under COBRA at his own cost if and to continue Employee’s and Employee’s covered dependents’ health the extent that he remains eligible for COBRA continuation. Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for group medical and/or dental insurance coverage that is through another employer; (d) the Company shall continue to provide benefits to Employee in effect for Employee (and her covered dependents) accordance with any applicable life insurance, accident and/or disability plans under which he was eligible as of the Separation Date. The COBRA coverage benefit will date of termination consistent with such benefits as may be paid on a monthly basis provided to active and similarly situated employees covered by such plans, until the earliest of: earlier of (i) twelve (12) months after following the Separation Date; date of termination or (ii) the date when on which Employee becomes eligible for to receive substantially equivalent health insurance comparable coverage in connection with through a new employment or self-employment; or employer (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Extended Benefits Period”). Notwithstanding ; provided, however, that if such plans do not permit continued coverage of Employee following the foregoing, if at any time the Company determines that its payment date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectiontermination, the Company shall pay instead reimburse Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period, payable in accordance with Section 10(d). Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for life insurance, accident and/or disability coverage through a new employer; and (e) Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of termination (collectively, the “Outstanding Stock Options”) for a period of twelve (12) months from the date of termination (the “Extended Vesting Date”) regardless of whether Employee maintains a continuous service relationship with the Company during such time and, subject to the terms of the applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the last day earlier of each remaining month three months after the Extended Vesting Date and the original expiration date of the COBRA Payment PeriodOutstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a fully taxable cash payment equal continuous service relationship with the Company after the Extended Vesting Date, Employee will be eligible for continued vesting and exercisability of any Outstanding Stock Options as described in, and subject to the COBRA premium for terms of, the documents governing the Outstanding Stock Option. Employee shall also be entitled to immediate vesting, on the date of termination, of any restricted stock awards and restricted stock unit awards with underlying shares that (i) vest solely through the passage of time (i.e., service-based vesting) and not upon the achievement of specified conditions or milestones (i.e., performance-based vesting) or (ii) accelerate in accordance with their terms in connection with Employee’s termination without cause (collectively, “Outstanding Restricted Stock Awards”), in each case that would have vested during the period of twelve (12) months from the date of termination; provided that, if any such monthawards constitute “non-qualified deferred compensation” subject to Section 409A (as defined in Section 10), less applicable federalthen such awards will vest on the date of termination and will be paid or settled, state as applicable, in accordance with the schedule that applies to such awards notwithstanding the accelerated vesting provisions of this Section to the extent necessary to avoid a prohibited distribution under Section 409A. For the avoidance of doubt and local payroll taxes notwithstanding the contrary terms of any Outstanding Restricted Stock Award, Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the Company following the date of termination and other withholdings required by law, for Employee shall have no further rights with respect to any Outstanding Restricted Stock Awards that remain unvested after taking into account the remainder of the COBRA Payment Periodvesting provisions set forth in this Section 2(e).

Consideration. In consideration Consistent with Section 5(b) of Employee’s execution of this the Employment Agreement, in consideration for Executive signing and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) not revoking this Agreement and does not revoke itcomplying with its terms, the Company will agrees to provide Employee Executive with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent following: (a) an amount equal to 100% of twelve (12) months of EmployeeExecutive’s base salary in effect as of the Separation Date Date, less applicable withholdings and deductions, payable in the gross amount of $512,500.00twelve equal monthly installments, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) Salary continuation payments shall commence within 60 days after the Supplemental Release Effective Separation Date and, once commenced, will include any unpaid amounts accrued from the Separation Date, as defined therein. b COBRA. Provided that Employee timely elects . (b) any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) ), for Employee and her covered dependents the one-year period following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)or, the “COBRA Payment Period”)if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if at any time the Company Company, in its sole discretion, determines that its payment it cannot provide the foregoing subsidy of COBRA premiums coverage without potentially violating or causing Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on Employeethe Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which the Separation Date occurs and (B) the effective date of the Company’s behalf would result in a determination of violation of applicable law, then in lieu and (iii) shall end on the earliest of paying COBRA premiums pursuant to this Section(x) the effective date on which Executive becomes covered by a medical, the Company shall pay Employee on dental or vision insurance plan of a subsequent employer, and (y) the last day of each remaining month the period one year after the Separation Date. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. (c) no later than 75 days after the end of the COBRA Payment Period2023 fiscal year, a fully taxable cash payment single lump-sum amount equal to Executive’s Earned Bonus (as defined in the COBRA premium Employment Agreement) for such monthfiscal year, less applicable federal, state withholdings and local payroll taxes and other withholdings required by law, deductions. To be eligible for the remainder payments and benefits described in subsections (a)-(c), Executive must have timely returned to Company a fully executed original of this Agreement and not revoked the Agreement. The payments and benefits provided pursuant to this Section 2 shall not be taken into account as current compensation under any retirement plan, benefit, program, or arrangement sponsored or maintained by Company. Any equity award previously granted to Executive shall be governed by the terms of the COBRA Payment Periodequity incentive plan under which the grant was made. Executive understands, acknowledges, and agrees that the consideration set forth in this Section 2 fully satisfies Company’s obligations to Executive under the Employment Agreement or otherwise upon separation from employment. Executive further acknowledges that Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement.

Consideration. A. In consideration of for Employee’s promises, covenants, agreements, and releases set forth in this Agreement, Employer agrees that beginning on the next regular payroll date following Triggering Termination Date, subject to Employee’s execution of this Agreement and the expiration of the revocation period described in Section 8.C. of this Agreement, and provided that Employer shall continue to pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B his biweekly wages based on or within five (5) days of the Separation Date his current annualized salary in accordance with Employer’s normal payroll periods (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke itthrough March 15, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended 2016 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Termination Benefits Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant The Salary Continuation Payments made to this Section, the Company Employee shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state and local payroll taxes tax and other withholdings required withholdings. While receiving the Salary Continuation Payments, should Employee secure any employment or self-employment arrangement, including a consulting arrangement, then the Termination Benefits Period shall end and the Salary Continuation Payments will discontinue as of date Employee secures such employment or self-employment arrangement, and Employer shall pay the remaining amount of the Salary Continuation Payments in lump sum to Employee. Employee understands and acknowledges that despite receiving the Salary Continuation Payments, Employee shall not be required to perform any job related duties. B. Employer will pay Employee a severance payment equal to the sum of ten months of Employee’s current salary in the amount of $264,166.66 plus an additional amount of $75,000 (collectively, the “Lump Sum Severance Payment”) in a single cash lump sum payment on March 15, 2016. The Lump Sum Severance Payment made to Employee will be subject to federal, state and local tax and other required withholdings, including pursuant to Section 2.D.(i) hereof as applicable. C. Employee will be granted a dues free recallable membership (the “Membership”) at a club selected by lawEmployee (the “Club”) with “Signature Gold Golf” privileges, as the same may change from time-to-time for a period of five years from the Triggering Termination Date. The initiation deposit/fee will be waived for the Club. There shall be no other discounts associated with the Membership and Employee shall not be permitted to otherwise upgrade the Membership. Employee may not transfer, sell, pledge or encumber the Membership; provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, once during the five year term of the Membership. Employee must abide by all rules, regulations, and policies and otherwise pay all charges in a timely manner with the understanding that Employer or Club may terminate Employee’s Membership without the need for any grievance committee hearing in the event Employee does not abide by such requirements. The Membership may be recalled if the Employer (or an affiliate of the Employer) no longer owns the Club, at which time the new owner of the Employer or the Club (as applicable) shall be entitled to charge Employee the then current dues (subject to any periodic increases charged to other members of the Club); provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, if Employee has not already done so. D. Employee shall become vested in any equity-based awards for which the applicable vesting conditions are satisfied prior to the earlier of March 15, 2016, and the date on which the Termination Benefits Period ends, and shall otherwise become vested in all the remaining unvested Restricted Shares (as defined in the Stock Plan) on the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends, in each case issued to Employee under the Amended and Restated 2012 ClubCorp Holdings, Inc. Stock Award Plan (the "Stock Plan"). Employee acknowledges and agrees that upon the vesting of any such equity-based awards, Employee will be treated as having received compensation income, which will be subject to withholding by Employer and reported on a Form W-2 for the 2016 tax year. Upon any applicable vesting date, Employee shall elect to either permit Employer to (i) deduct the amount of Employee’s withholding liability from any amounts then payable to Employee, including the Lump Sum Severance Payment, and immediately remit any balance owed by Employee or (ii) forfeit a portion of the shares received upon such vesting to satisfy Employee’s withholding liability and immediately remit any balance owed by Employee to cover a fractional share amount; should Employee fail to timely make such election, Employer shall satisfy Employee’s withholding liability under Section 2.D.(ii). Except as otherwise set forth herein, any other unvested equity held by Employee as of the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends shall be forfeited on such date in accordance with the terms of the Stock Plan. All grants made under the Stock Plan shall otherwise continue to be subject to the terms and conditions of the Stock Plan and ClubCorp Holdings, Inc.’s security trading policy (the “Policy”), and Employee agrees that he may not buy, sell or otherwise transfer any shares, whether issued to Employee under the Stock Plan or otherwise, during the six (6) months following the Triggering Termination Date, except during “Window Periods” as defined in the Policy after requesting and receiving pre-clearance from the General Counsel of ClubCorp Holdings, Inc. as required under the Policy. E. Employee will remain eligible to receive an incentive payment under the 2015 Short Term Incentive Plan, subject to the terms of the 2015 Short Term Incentive Plan previously acknowledged by Employee, with any discretionary amount being determined by the Employer’s President. F. Employee shall receive additional consideration in the amount of $10,000.00, subject to federal, state and local tax and other required withholdings, for the remainder reimbursement of the COBRA Payment Periodhis expenses incurred in commuting from his primary residence in Wisconsin to Employer’s corporate office in Texas.

Consideration. In As good consideration of for Employee’s execution and delivery of this Separation Agreement, Company shall provide Employee with the following: (A) the Employee will be eligible to receive payments equal to the sum of nine (9) months' of the Employee's Base Salary at the rate in effect immediately prior to the Separation Date, less applicable withholdings and authorized deductions (the "Severance Payments") to be paid in equal installments bimonthly (for clarity, two times per month) in accordance with the Company's regular payroll practices, commencing on May 31 2022; (B) a one-time bonus payment of $24,826.67 in connection with the Employee’s service to the Company as the Head of Strategic Partnerships to be paid on the Separation Date; (C) monthly payments equal to the amount of the monthly cost to Employee of healthcare and life insurance coverage for Employee and his dependents at such rate as is in effect on the Separation Date, for the period beginning on the day following the Separation Date and ending on the nine (9) month anniversary of the Separation Date, not to exceed $866 per month; (D) the Company will pay Employee’s life insurance premiums on a quarterly basis, for the period beginning on the day following the Separation Date and ending on the nine (9) month anniversary of the Separation, Date, not to exceed $10,500 per quarter; and (E) for each outstanding stock option held by the Employee under the Company’s 2017 Omnibus Equity Incentive Plan, as amended and restated, for which vesting is time-based, will have their vesting accelerated upon the Separation Date as if the Employee had provided service to the Company for an additional six (6) months beyond the Separation Date and all of the Employee's outstanding vested stock options shall remain exercisable for a period that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five expires nine (59) days of months from the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as or earlier expiration of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsoptions term). This amount will be paid in a single lump sum no later thirty Employee acknowledges that (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependentsi) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , 2,517,713 options have vested, which includes the earliest of: options so accelerated pursuant to subsection (iE) twelve above, and (12ii) months no additional options shall vest after the Separation Date; (ii) . For avoidance of doubt, Employee acknowledges that he has forfeited 754,188 unvested options as of the date when Separation Date. Employee becomes eligible for substantially equivalent health insurance coverage acknowledges that nothing in connection with new employment or self-employment; or (iii) the date Employee ceases this Separation Agreement shall be deemed to be eligible for COBRA continuation coverage for an admission of liability on the part of any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Released Parties. Except as provided in the Employment Agreement, Employee agrees that its payment Employee will not seek anything further from any of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodReleased Parties.

Consideration. a. In consideration of Employeeand exchange for Executive’s execution agreement to the terms of and entry into this Agreement, and provided that Employee signs including without limit the Supplemental Release of Claims Forbearance Agreement attached hereto as Exhibit B on or within five Attachment A, which Executive acknowledges is an integral part of, and material inducement for, this Agreement, the Company hereby agrees to provide Executive with the following severance payments and benefits (5individually and collectively the “Severance Payments”): (i) days continued base salary payments at her current base salary rate of $350,000 for nine months following the Separation Termination Date (the “Supplemental ReleaseSeverance Period”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the aggregate gross amount of over the Severance Period equal to $512,500.00, subject 262,500 (to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after bi-weekly installments with the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Datenormal payroll); (ii) two bonus payments in the date when Employee becomes eligible respective aggregate gross amounts equal to (I) $34,650 to be paid within five business days of the termination of Executive’s employment in accordance with this Agreement (which amount is intended to represent the discretionary non-annual component of Executive’s bonus opportunity for substantially equivalent health insurance coverage in connection the fiscal year 2012 under her 2012 Executive Incentive Plan through the end of the Company’s 2012 third quarter of operations), and (II) a pro-rated quantitatively calculated annual bonus amount equal to 75% of the full amount of such quantitative annual bonus amount under Executive’s 2012 Executive Incentive Plan, such full annual amount to be calculated under such plan at a time and on a basis consistent, as applicable, with new employment or self-employmentother similarly situated executives and determinations of the Company’s Compensation Committee following completion of the 2012 fiscal year and which shall be paid to Executive within five business days of the end of the Severance Period; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage reimbursement for any reasoncobra payments actually made by Executive over the nine month period described in 2a(i) after any cobra election by Executive related to Executive’s healthcare benefits in place immediately prior to the termination of Executive’s employment; and (iv) a six month extension of the exercisability of any outstanding options vested as of the Termination Date, including plan termination (granted to Executive under the Company Incentive Stock option plans and which would otherwise terminate 90 days following the Termination, provided however, no such period from extension shall apply to extend the Separation Date through maximum ten year life of any such option. All Severance Payments shall be subject to withholding by the earlier Company in any amounts the Company deems appropriate or desirable in its sole discretion, shall be payable subject to the obligations, terms and conditions provided in the Forbearance Agreement and shall be subject to offset against amounts owed by Executive to the Company. b. In further consideration of (i)-(iii)and as a material inducement for the Company to enter into this Agreement, the “COBRA Payment Period”). Notwithstanding parties hereby agree to enter into the foregoingForbearance Agreement. c. Executive acknowledges and agrees that the attached Forbearance Agreement provides a reasonable and good faith effort to protect confidential, if at any time proprietary or trade secret information of the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant and to this Section, protect the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state from unfair competition and local payroll taxes that it is reasonable in its scope and other withholdings required by law, for the remainder of the COBRA Payment Periodterms.

Consideration. In consideration of Employee’s execution of for signing this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee compliance with the following severance benefits: a Severance Payment. The Company will promises made herein, Employer agrees: a. to pay Employee, as severance, the equivalent of to Employee twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of One Hundred Forty-Four Thousand Five Hundred Fifty-One Dollars ($512,500.00144,551.00), subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) less lawful deductions, within fifteen days after the Supplemental Release Effective Datepassage of the revocation period described in paragraph “4” or on April 16, as defined therein. b COBRA. Provided that 2005, whichever comes later; and b. if Employee timely elects continued to continue medical and/or dental coverage under Employer’s group medical and dental insurance plans in accordance with the Consolidated Omnibus Budget Reconciliation Action continuation requirements of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Employer shall reimburse Employee for the cost of said coverage for a period of eighteen (18) months beginning on May 1, 2005 and ending on October 31, 2006. Employee acknowledges that Employer cannot make COBRA payments directly to the group medical and dental insurance carriers and that Employer will pay the COBRA amount to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until through October 31, 2006. Employer shall “gross up” the earliest of: monthly payments to Employee, so that the amount received by Employee, net of taxes and other withholdings, will equal the monthly COBRA amount. Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be the obligation of Employee to promptly notify Employer if and when he has discontinued COBRA coverage or has obtained other medical and/or dental insurance coverage, either directly or through another employer’s group plan, during said eighteen (i18) twelve (12) months after the Separation Date; (ii) the date when month period, in which event Employer’s obligation to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage payments shall cease; and c. to pay Employee’s SERP life insurance premium for any reason, including plan termination the one-year policy period February 2005 through January 2006 when said premium payment is due; and d. to pay Employee the amount of Twenty Seven Thousand Seven Hundred Forty-Two Dollars (such period from the Separation Date through the earlier of (i)-(iii$27,742.00), such sum being the end of lease buyout value of the vehicle leased by Employer for Employee plus the seven remaining payments under the lease, which sum shall be “COBRA Payment Period”)grossed up” by Employer so that Employee shall receive $27,742.00 net of taxes and other withholdings. Notwithstanding (It being agreed that Employee will surrender the foregoing, if at any time vehicle and the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee keys and manuals thereto on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal his employment) ; and e. to the COBRA premium pay Employee for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall unused vacation days in calendar year 2005.

Consideration. In consideration of Employee’s exchange for the mutual covenants set forth in this letter, following your execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company's actual receipt of the Separation Date signed original of same (the “Supplemental Release”) and does not revoke it"Effective Date"), the Company will agree to provide Employee the financial and other consideration as set forth below: (i) the Company will continue to pay an amount equal to your regular salary, less all customary and required taxes and employment-related deductions, in accordance with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany's normal payroll practice from November 19, as severance, 2001 through the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date Special Employment Period ("Special Employment Period Payments"); (ii) you will continue to participate in the gross amount Company's benefit plans, to the extent permissible under the plan documents, during the Special Employment Period, including stock option vesting, under the same terms and conditions as you currently are participating; -------------------- Portions of $512,500.00, subject this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to standard payroll deductions the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (iii) in the event that you do not continue to work a sufficient number of hours during your Special Employment Period to remain on the Company's group health insurance plan and withholdings. This amount will be paid such reduction in hours constitutes a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage qualifying event under the Consolidated Omnibus Budget Reconciliation Action Act of 19851985 ("COBRA"), you may elect to continue your current health and dental insurance benefits pursuant to the terms of COBRA. If you elect to continue your health and dental insurance under COBRA, the Company will continue to pay its portion of the premium during the Special Employment Period. The COBRA qualifying event otherwise shall be deemed to occur on the Separation Date. As of the Separation Date, you shall be required to pay the full COBRA premium rate if you remain on COBRA coverage; (iv) the Company will, effective January 31, 2002, accelerate the vesting schedule set forth in the option agreements dated September 30, 1998, September 22, 1999 and February 11, 2000 between you and the Company such that as of January 31, 2002, you will be eligible to exercise all of the previously unexercised options granted pursuant to such option agreements. Pursuant to the terms of each of the above-referenced option agreements, the options must be exercised within ninety (90) days after your Separation Date or they will lapse; and (v) subject to Section 2(vi) below, at the conclusion of your Special Employment Period, the Company will provide you with the Supplemental Release, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdescribed in Section 4b of this Agreement. Upon the Company's receipt of the signed Supplemental Release, the Company shall pay to health insurance provider you in the full monthly COBRA premiums necessary form of salary continuation in accordance with our normal payroll practices, the gross amount of one hundred twelve thousand five hundred and no/100 (112,500.00) dollars, less all applicable federal, state, local withholding and other employment-related deductions, which sum represents the equivalent of six (6) months of your former annual salary ("Separation Pay"). Variagenics agrees to continue Employee’s your participation in the Company's health and Employee’s covered dependents’ health dental insurance coverage that is in effect for Employee (and her covered dependents) as of plans during the six month following the Separation Date. The COBRA coverage benefit Company will be paid on a monthly basis until also provide you with outplacement counseling at no cost to you; however (vi) if you refuse to execute the earliest of: Supplemental Release at the end of the Special Employment Period, you hereby authorize the Company to deduct from your Separation Pay up to the full amount of the Special Employment Period Payments made to you, less any amounts which you earned for actual services rendered by you to the Company during the Special Employment Period. You acknowledge and agree that the Special Employment Period Payments and benefits provided under this Section 2 of this Agreement are not otherwise due or owing to you under any Variagenics employment agreement (ioral or written) twelve (12) months after or Company policy or practice, and that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases foregoing payments and benefits to be eligible provided to you are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that, except for COBRA continuation coverage for any reasonthe specific payments and benefits set forth in this Agreement, including plan termination (such period from you are not now and -------------------- Portions of this Exhibit were omitted and have been filed separately with the Separation Date through Secretary of the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums Commission pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Company's application requesting confidential treatment under Rule 24b-2 of the COBRA Payment PeriodSecurities Exchange Act of 1934. shall not in the future be entitled to any other compensation including, a fully taxable cash payment equal to the COBRA premium for such monthwithout limitation, less applicable federalother wages, state and local payroll taxes and commissions, bonuses (including, equity, stock, stock options, vacation pay, holiday pay or any other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation or benefit).

Consideration. In consideration Executive shall receive, in full settlement (except as provided herein) of Employee’s execution of any compensation and benefits to which he would otherwise be entitled under the Employment Agreement or under any other compensation or benefits plan, program, policy or arrangement maintained by the Company in which Executive has at any time been a participant, including without limitation, accrued vacation and other paid time off: 2.1 Executive shall be entitled to payment for accrued and unpaid base salary through the Effective Date, less applicable income and employment tax withholding and benefit plan deductions. The net amount paid pursuant to this Agreement, Section 2.1 after applicable deductions and provided that Employee signs withholding shall be paid on the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days earlier of the Separation Date (the “Supplemental Release”) and does not revoke it, next regular payroll date of the Company will provide Employee with following the following severance benefits: a Severance PaymentEffective Date or such earlier date as may be required by law. 2.2 Executive shall be entitled to payment for accrued and unpaid vacation through the Effective Date, less applicable income and employment tax withholding. The Company will pay Employee, as severance, net amount paid pursuant to this Section 2.2 after applicable withholding shall be paid on the equivalent of twelve (12) months of Employee’s base salary as earlier of the Separation next regular payroll date of the Company following the Effective Date or such earlier date as may be required by law. Such amount shall be paid in complete satisfaction of any liability for accrued vacation and other paid time off. 2.3 Executive shall be entitled to payment of a cash severance payment in the gross amount of $512,500.001,461,811.00, subject to standard payroll deductions less applicable income and withholdingsemployment tax withholding. This The net amount will after applicable withholding shall be paid in a single lump sum no later within thirty (30) days after the Supplemental Release Effective Date; provided, that, if Executive revokes or attempts to revoke the release contemplated herein, the Company shall have no obligation to make the payment contemplated in this Section 2.3. 2.4 Executive agrees that he will submit to the Company, before the Effective Date, as defined thereina request for all expenses to which he is entitled to receive reimbursement pursuant to Company policies or his Employment Agreement. b COBRAThe Company agrees to pay such amounts within 10 days of the date the Executive submits such requests. Provided Executive agrees that Employee timely elects continued no reimbursable expenses shall be incurred by Executive after the Effective Date. 2.5 Executive may elect to continue health benefit coverage under the Company’s group health plan (medical and dental coverages) for himself and eligible dependants to the extent available under the terms of the plan pursuant to the healthcare coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee ), at the same coverage level provided immediately prior to the Effective Date (subject to any changes in employee coverage under the plan that may be made from time to time with respect to the coverage generally applicable to the Company’s senior executives). If Executive makes the election contemplated under this Section 2.5 and her covered dependents following Employee’s separationdoes not revoke the release contemplated hereunder, the Company shall pay to health insurance provider the full monthly Executive’s COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee the lesser of (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (ia) twelve (12) months after following the Separation Effective Date; (iib) the date when Employee until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for substantially equivalent health insurance coverage comparable benefits from a subsequent employer. Executive will pay the cost of such COBRA coverage. 2.6 Executive shall be entitled to such benefits under the Company’s employee benefit plans which are required to be provided under the Employee Retirement Income Security Act of 1974, as amended and in connection with new employment according to the terms of such plan and his rights and the Company’s obligations thereunder shall not be affected by this Agreement. In addition, any vesting, lapse of time or selfsimilar requirements under any stock option plan, restricted stock or other non-employment; or (iii) qualified deferred compensation plan shall be accelerated to the date Employee ceases of the Effective Date and any conditions to Executive’s entitlement to any benefit under any such plans or programs shall be deemed to have been satisfied. Except as specifically provided in the prior sentence, the terms and conditions of any awards under any such plans or programs shall continue to be eligible for COBRA continuation coverage for governed under such plans and programs, as applicable. 2.7 If any reason, including annual bonus is paid out under the incentive compensation plan termination (such period from in which Executive participated with respect to the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law2005 plan year, then in lieu of paying COBRA premiums pursuant Executive shall be entitled to this Section, a bonus for the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment 2005 plan year equal to Executive’s target bonus amount times the COBRA premium for such monthbonus achievement percentage relating to the plan, as determined by the compensation committee, which bonus shall be paid in the timing and manner as the Company’s other annual bonuses generally, less applicable federal, state income and local payroll taxes and other withholdings required by law, for employment tax withholding. This provision shall not entitle Executive to receive any bonus if bonuses are not paid out under the remainder of the COBRA Payment Periodplan in which Executive was a participant.

Consideration. In As consideration of for Employee’s execution of 's entering into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a) Employee with shall receive from the following severance benefits: Company a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following expiration of the revocation period described in paragraph 11 below: (i) 52 weeks of pay, computed at the Employee's regular weekly base salary in effect on the Termination Date (such gross amount equal to $150,000); (ii) a bonus payment equal to 38% of Employee's annual base salary (such gross amount equal to $57,000); (iii) an aggregate automobile allowance equal to $17,700; and (i) From the Termination Date until the last day of March 2002 (the end of the final month covered by your severance pay (the "Severance Period")), the Company shall continue to provide life, medical, dental and long-term disability benefits (the "Company Plans") as previously selected by Employee, for Employee and such of Employee's dependents for whom the Company provided such benefits on the Termination Date; provided Employee shall be responsible for the Employee's share of the cost of coverage and benefits on the same basis as prior to the Termination Date. Such benefits will be continued only to the extent permissible under the terms of such Company Plans. Notwithstanding anything contained in this paragraph b(i) to the contrary, with respect to long-term disability, the Employee must timely apply for conversion insurance and benefits payable thereunder shall not exceed a maximum monthly benefit of $3,000. (ii) If any of the Company Plans do not permit continued participation by the Employee and the Employee's family after termination of employment, then, during the Severance Period, the Company will reimburse the Employee for the cost of obtaining comparable coverage from a third-party insurer, provided, however, that the amount of such reimbursement will not exceed the amount that would have been paid by the Company for coverage under the Company Plans during the Severance period had the Employee's employment not been terminated. If during the Severance Period, and subject to paragraph (iii) below, the Employee is reemployed by another employer, the rights of the Employee and the Employee's family to receive benefits under any Company Plan, or reimbursement for any third-party coverage, will terminate on the date the Employee and Employee's family become eligible to receive comparable benefits from such employer. (iii) If, at the termination of the Severance Period, the Employee is receiving medical and/or dental benefits from a Company Plan, the Company will continue to provide such medical and/or dental benefits to the Employee and/or the Employee's family pursuant to COBRA. For such purpose, the termination of the Severance Period will be considered the date of the "qualifying event" as such term is defined by COBRA premium and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid entirely by the Employee. (iv) If the Company's Plans do not provide for continued medical and/or dental benefit coverage during the Severance Period, then the Termination Date will be considered the date of the qualifying event for COBRA purposes. In such case, the Employee may either elect to continue such coverage pursuant to COBRA or obtain comparable third-party coverage as described in Section 2(b)(ii). If the Employee elects COBRA coverage, then during the Severance Period, the Employee will be charged only the amount that such Employee would have paid for such monthcoverage had such Employee remained employed by the Company (the "Employee Premium") (and the Company paying the remainder), less applicable federal, state and local payroll taxes after the end of such Severance Period and other withholdings required by law, for the remainder of the COBRA Payment Period.period, the cost of such coverage will be determined pursuant to COBRA and paid entirely by the Employee. If the Employee directs the Company not to deduct the entire amount of Employee Premium for the Severance Period from the lump sum paid under Section 2(a), the Employee shall be

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(iv) of Employeethis Agreement shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8th) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to the terms of the Employment Agreement with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay EXECUTIVE $1,050,000 representing the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 within one week of the Separation Date; (iv) The COMPANY shall pay EXECUTIVE $950,000 representing the full amount of the EXECUTIVE’s Discretionary Bonus within one week of the Separation Date; and (v) The COMPANY shall reimburse EXECUTIVE, no later than February 27, 2015, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement (the “Severance Payment”). Payments shall be paid in accordance with the following schedule: (i) the first $1,000,000 of the Severance Payment will be payable in four (4) equal payments, with (A) the first payment being at the Company’s next regular payroll period after the Separation Date which is at least five (5) business days following the Effective Date of this Agreement, and (B) each of the remaining three (3) payments (the “Quarterly Payments”) being paid on the next payroll period following the third, sixth and ninth month anniversary dates of the first payment; and (ii) the remaining amount of the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the last Quarterly Payment, and each of the remaining eight (8) payments being paid monthly thereafter. c. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Frisco, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. d. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(d) shall be included in his taxable income to the extent required to avoid adverse tax consequences on the COMPANY or EXECUTIVE with respect to reimbursements under the COMPANY’s group health insurance plan for EXECUTIVE and/or his qualified beneficiaries. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(d) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(d) in a manner as is necessary to comply with PPACA. e. The COMPANY agrees to pay Employee 100% of the monthly premiums on the last day following life insurance policies: (i) North American Company for Life and Health Insurance Buy Sell Policy Number LB00294670, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB02941240, (iii) MetLife Life Insurance Policy #210165127, (iv) AXA Insurance Life Insurance Policy #110009595, (v) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (vi) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (vii) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (viii) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining month up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. The COMPANY agrees to change the beneficiaries of the COBRA Payment PeriodRespective Policies listed in (iii) and (iv) above to Cayenne Gxxxxxx. After the 36 month period expires, a fully taxable cash payment equal to the COBRA extent permitted by law and the Respective Policy, EXECUTIVE may elect, in his sole discretion, to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any one or more of the Respective Policies expire, the COMPANY shall procure a substantially similar policy to replace each such expired policy for EXECUTIVE and pay 100% of the monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested with EXECUTIVE and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to execute such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may reasonably determine should be executed to effectuate the foregoing provisions. g. EXECUTIVE represents that, as of the Effective Date, he has returned to the COMPANY all assets and equipment provided to him for the performance of his employment duties as requested by the COMPANY. EXECUTIVE shall have the right to purchase, at book value, EXECUTIVE’s office furniture, company issued computers, iPads, and mobile phones provided to EXECUTIVE by the COMPANY. h. The COMPANY grants EXECUTIVE a one-time put right to sell to the COMPANY up to $2,700,000 of EXECUTIVE’s equity interests in the COMPANY (the “Put Repurchase”), determined based on the fair market value of such equity interests on the date EXECUTIVE exercises the put right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Put Repurchase can only be requested in writing at any time by the EXECUTIVE between January 1, 2016 and December 31, 2018 and may only be requested one time. The purchase price for the Put Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This put right may only be exercised by EXECUTIVE if (i) the COMPANY is permitted at such time of exercise to complete the requested Put Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Put Repurchase, and (iii) such Put Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. i. The EXECUTIVE grants the COMPANY a one-time call right to purchase from EXECUTIVE up to $2,700,000 of EXECUTIVE’s equity interest in the COMPANY (the “Call Repurchase”), determined based on the fair market value of such equity interests on the date the COMPANY exercises its right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Call Repurchase can be exercised in writing at any time by the COMPANY between January 1, 2016 and December 31, 2018 and may only be exercised one time. The purchase price for the Call Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This call right may only be exercised by the COMPANY if (i) the COMPANY is permitted at such time of exercise to complete the Call Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Call Repurchase, and (iii) such Call Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. j. While EXECUTIVE is a member of the COMPANY’S Board of Directors, EXECUTIVE shall receive compensation and reimbursement of expenses pursuant to the Company’s standard practices and procedures. For a period of 36 months after the Separation Date, subject to the COMPANY’s Board of Directors right to exercise its fiduciary duties with regard to nominations for the COMPANY’s Board of Directors, the COMPANY will use its commercially reasonable efforts to have its Board of Directors nominate EXECUTIVE as a nominee for election to the COMPANY’s Board of Directors by the COMPANY’s shareholders. k. EXECUTIVE acknowledges that the foregoing consideration recited in this Agreement is adequate consideration for this Agreement.

Consideration. In consideration of for Employee’s execution of this Confidential Agreement and General Release (“Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itcompliance with its terms, and in accordance with Section 5(e) of the Company will Employment Agreement, Employer agrees to provide Employee with the following severance benefits: following: (i) A payment to equal (1) any Accrued Current Compensation, (2) an aggregate amount equal to the product of the Executive’s then-current Base Salary, expressed on a per diem basis, multiplied by the number of days measured from the date of separation from service to the Expiration Date, and (3) an aggregate amount equal to the product of Executive’s Target Annual Bonus for 2008 multiplied by two (2), (the amounts payable pursuant to clauses (2) and (3) of this sentence hereinafter referred to collectively as the “Severance Payment. The Company will pay Employee, as severance, the equivalent Compensation”) less applicable income and employment tax withholding payable in substantially equal monthly installments over a period of twelve (12) months months. Notwithstanding the forgoing, the first $460,000 of Employee’s base salary as these monthly installment payments shall be payable to the Executive on the date that this Agreement becomes effective and irrevocable and no additional payment shall be made during the six (6) month period beginning on the date of the Separation Date Executive’s separation from service. The portion of the monthly payments otherwise payable during this six (6) month period shall accrue without interest and shall be made on the first payroll date that is after the end of the six (6) month period. Thereafter, the monthly installment payments shall commence and shall be paid for the remainder of 2008. The remaining portion of the Severance Compensation which would otherwise be payable in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will monthly installments in 2009 shall instead be paid in a single lump sum no later thirty (30) days payment on the first payroll date occurring after the Supplemental Release Effective DateJanuary 1, as defined therein2009. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company above referenced payments shall pay to health insurance provider be made in accordance with the full monthly COBRA premiums necessary to continue Employee’s amounts and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid dates set forth on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Schedule 2, attached hereto. (ii) To the date when extent that the Employee becomes qualifies for, complies with the requirements of and otherwise remains eligible for substantially equivalent continuation of his health care insurance coverage in connection with new employment or self-employment; or (iii) benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the date Employee ceases to be eligible for Employer shall pay the COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through premiums until the earlier of (i)-(iii)A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “COBRA Payment PeriodAward Shares”). Notwithstanding ) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the foregoing, if at any time the Company determines that its payment effective date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionseparation from service. (iv) In addition, the Company exercise period for Employee to exercise any Award Shares shall pay Employee on be extended one (1) additional year beyond the last day date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of each remaining month Directors of the COBRA Payment Period, TerreStar Corporation issue a fully taxable cash payment equal resolution acknowledging Employee’s contributions to the COBRA premium for such month, less applicable federal, state development of Employer and local payroll taxes its affiliates and other withholdings required by law, for the remainder of the COBRA Payment Periodsubsidiaries.

Consideration. In consideration for Employee signing this Agreement and General Release and complying with it and the terms of Employee’s execution of this her Employment Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of CuraGen agrees upon the Separation Date (from Service Date: a) To pay to Employee the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross lump sum amount of $512,500.00, subject to standard payroll deductions 223,660 less applicable taxes and withholdings. This amount will be paid , solely on account of involuntary severance as soon as administratively practicable following satisfaction of the conditions for payment specified in a single lump sum paragraph 3 and 4.c., but no later thirty (30) than sixty days after the Supplemental Release Effective Separation from Service Date, as defined therein. b COBRA. Provided that . b) If Employee properly and timely elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action Company’s group health plan in accordance with the plan’s COBRA continuation requirements, CuraGen will cause the cost of 1985, as amended COBRA coverage for the Employee (“COBRA”) for Employee and her eligible covered dependents following Employee’s separation, dependents) to be adjusted such that the Company shall pay to health insurance provider premiums at the full monthly COBRA premiums necessary to continue same percentage as if the Employee were still then actively employed for a period commencing on the Employee’s Separation from Service Date, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as ending on the earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) either January 31, 2009, or the date when on which the Employee becomes eligible for substantially equivalent to participate in any other employer sponsored group health insurance coverage in connection with new employment or self-employment; or (iiiplan, all as provided under Paragraph 11(C) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the Employment Agreement. Thereafter, Employee shall be entitled to continue such COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, coverage for the remainder of the COBRA Payment Periodperiod at her own expense. c) The salary continuation and other benefits payable to Employee are conditioned upon the occurrence of the following: 1) the Company’s receipt of Employee’s executed Agreement and General Release; 2) the expiration of the seven day revocation period set forth below; and 3) the Company’s receipt of the letter signed by Employee in the form attached hereto as Exhibit A more than seven (7) calendar days after the execution of the Agreement and General Release. d) In the event that a Change in Control (as defined in Section 10 of the Employment Agreement) occurs within twelve months of the Employee’s Separation from Service Date, then Employee shall be entitled to an additional $223,660 paid ratably over a 12 month period, which shall commence on January 1, 2009, an additional two times the Employee’s target annual bonus, based on her compensation immediately prior to her Separation from Service and paid in a lump sum in January 2009, together with up to an additional 12 months of employer paid COBRA continuation coverage (or if applicable, payments in lieu thereof), all as provided in Section 11(D) of the Employment Agreement. Notwithstanding anything in this Plan to the contrary, CuraGen and Employee may mutually agree to pay all or a portion of the Employee’s severance pay benefits specified in this paragraph 4.d. prior to the time specified in this Agreement, but only to the extent such acceleration is not prohibited under Code Section 409A. e) The provisions of this paragraph 4 shall constitute an election as to form of payment in accordance with Section 3.02 of IRS Notice 2006-79, as subsequently may be modified, and a modification of the applicable provisions of the Employment Agreement to permit such election and to restrict the events on which such severance shall be paid to involuntary severance.

Consideration. In consideration of the Employee’s execution promises and undertakings set out in this Agreement, and contingent on the Employee’s acceptance of this Agreement, non-revocation of her acceptance, and provided that Employee signs the Supplemental Release performance of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itall her obligations under this Agreement, the Company will provide following shall occur: (a) The Employer agrees to pay to the Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount sum of $512,500.00300,000, subject less legally required withholdings and deductions, which is equivalent to standard eighteen months’ base compensation, in equal or nearly installments beginning on the Employer’s first payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) date that is at least five business days after the Supplemental Release Effective DateDate and ending on the last payroll date on or before March 15, as defined therein. b COBRA. Provided that 2008; (b) If Employee timely elects continued coverage under COBRA, the Consolidated Omnibus Budget Reconciliation Action Employer agrees to pay on Employee’s behalf or waive payment of 1985, as amended (“COBRA”) the cost of continuing coverage for Employee under Employer’s group health, dental, and her covered dependents following vision plan in accordance with the Employee’s separationelection, provided that the Company Employer’s obligation shall pay to health insurance provider end on the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; March 10, 2008 or (ii) such time as the date when Employee first becomes employed and eligible for substantially equivalent health insurance any similar type of benefit plan (regardless of the scope of coverage in connection or cost to participate) with her new employment or self-employment; or (iii) employer, provided further that if on March 10, 2008, the date Employee ceases to be is still eligible for COBRA continuation coverage, the Employer shall pay the Employee a lump sum amount equivalent to the monthly cost of continuing coverage for any reason, including plan termination (such period from the Separation Date through number of months remaining in the earlier of (i)-(iii), COBRA eligibility period. Employee understands that the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month value of the COBRA Payment Periodpremiums that are paid or waived by the Employer will be reported by the Employer as compensation to Employee; (c) Holdings agrees to accelerate vesting of all Tier II Options and Tier III Options held by the Employee as of the date hereof as set forth in the Holdings LP Agreement, a such that effective upon the Effective Date all such options shall be fully taxable cash payment equal vested. Holdings agrees not to treat any Incentive Units or Incentive Options (as defined in the COBRA premium for Holdings LP Agreement) held by the Employee as being forfeited by reason of the Employee’s termination of employment. Holdings shall take reasonable actions to carry out the foregoing and document such monthaccelerated vesting as reasonably necessary; and (d) If the Employer declares any bonus to be paid to employees covering any period ending on or before December 31, 2006, the Employee shall be paid her portion of such bonus, as determined in the sole discretion of the board of directors or the compensation committee of the Employer, in accordance with the Employer’s normal bonus practices and shall receive her portion, less applicable federallegally required withholdings and deductions, state and local payroll taxes and at the same time as the other withholdings required by law, for recipients receive the remainder of the COBRA Payment Periodbonus compensation.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that a. Provided Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) executes and does not revoke itthis Agreement and continues to comply with all applicable restrictive covenants, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration to Employee: i. Employer will pay Employee severance payments totaling $1,190,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2021 ($490,000), as severanceless all required withholdings and deductions (together, the equivalent of “Severance Payments”), payable generally in ratable installments over a twelve (12) months month period following the Separation Date in accordance with the Company’s regular payroll payment schedule commencing after the Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. The unvested portion (106,836 shares) of Employee’s base salary Sign-On RSU Award (as defined in the Employment Agreement, dated as of April 30, 2020, between Employee and Employer (the “Employment Agreement”)) granted on May 26, 2020 will vest in full as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions Date. iii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued health coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first fifty-two (52) for weeks of COBRA following the Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and her covered dependents following Employee’s separationEmployer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Sign-On RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall pay take such steps as may be necessary or appropriate to health insurance provider vest up to 33,650 and 1,601, respectively, of Restricted Stock Units on the full monthly COBRA premiums originally applicable Vesting Date (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to continue vest up to 14,422 and 2,402, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Further, Employee will be paid for nineteen (19) accrued but unused and unpaid vacation days from calendar 2020 and 2021 at Employee’s rate of pay as of the Separation Date. vi. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. vii. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties that payments and benefits under this Agreement are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee’s covered dependents’ health insurance coverage that , directly or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is in effect for Employee (and her covered dependentsa “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date. The COBRA coverage , Employee shall not be entitled to any payment or benefit will be paid on pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a monthly basis separation from service (within the meaning of Section 409A) until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiA) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death). viii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the “COBRA Payment PeriodCompany”). Notwithstanding the foregoing, if at any time the Company determines Employee agrees that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant Employee is not entitled to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodseek anything further from Company.

Consideration. a) In consideration of Employee’s execution of the releases and promises set forth in this Agreement: i. the Company shall pay Executive the sum of $420,420, representing an amount equal to one times Executive’s Base Salary (as defined in the Employment Agreement), less all applicable withholdings, deductions and provided that Employee signs taxes as required by law, payable in one lump sum within thirty days after the Supplemental Release of Claims attached hereto Effective Date (as Exhibit B on or within five (5defined in Section X below) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) and does not revoke it, ); ii. all of the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary unvested stock options held by Executive as of the Separation Date as listed on Exhibit A shall fully vest on the Separation Date and not be subject to forfeiture; and iii. the Company shall reimburse Executive for reasonable legal fees in an amount not to exceed $10,000 that the gross amount Executive incurs in connection with the negotiation of $512,500.00this Agreement, subject to standard payroll deductions the delivery of appropriate documentation thereof and withholdings. This amount will be paid in a single lump sum no later provided that the Executive shall submit invoices to the Company within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as incurrence of the expense. b) The Separation DatePayment will be reported on an IRS Form W-2. The COBRA coverage benefit Executive understands, acknowledges and agrees that the Separation Payment will be paid on a monthly basis until by the earliest ofCompany, provided: (ia) twelve Executive is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (12b) months after Executive does not revoke the Agreement within the Revocation Period described in Section IX below; and (c) Executive first returns a signed and dated copy of this Agreement to the Company. Executive acknowledges that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Payment and other consideration to be eligible for COBRA continuation coverage for any reason, including plan termination (such period provided under the terms of this Agreement is not an entitlement and shall serve as good and sufficient consideration of the promises made by Executive herein. Executive further acknowledges that the Separation Payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the Separation Date Payment even though its payment may be processed through Insperity. c) Executive acknowledges and agrees that the earlier Compensation Committee of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Board of the Company determines that its payment has not established an annual bonus target for Executive or any related performance goals for an annual bonus for Executive and, therefore the pro rata portion of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums the annual performance-based cash bonus for fiscal year 2024 owed to Executive pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Section 7(d)(ii) of the COBRA Payment Period, a fully taxable cash payment equal Employment Agreement shall be deemed to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbe $0.

Consideration. In consideration of this Agreement and the release herein, and Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itcompliance with Employee’s obligations hereunder, the Company will provide Employee with the following following: (i) severance benefits: a Severance Payment. The Company will pay Employeeof $567,294, as severanceless all lawful and authorized withholdings and deductions, the equivalent of twelve (12) months of which Employee agrees and acknowledges is equal to Employee’s base salary for a period of 12 months, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date (defined below); (ii) payment of a pro-rated bonus in the amount of $156,310.85, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to a pro-rated portion of Employee’s target bonus for 2024, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date; (iii) payment of a separation bonus in the amount of $283,647, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to 100% of Employee’s target bonus for 2024, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date; (iv) after Employee’s insurance coverage under the Company’s group benefit plans cease as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that if Employee timely elects continued to receive coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider directly the full monthly portion of COBRA premiums necessary to continue paid by Employee for Employee’s continuation of health, dental, and Employeevision benefits coverage under the Company’s covered dependents’ health insurance coverage group benefit plans, for up to 12 months (less all lawful and authorized withholdings and deductions); provided, however, that is Employee shall notify the Company if Employee participates in effect for another group health, dental, or vision benefits from another employer, in which case, such COBRA subsidy shall terminate effective as of the first date Employee participates in such other group coverage; and (v) any outstanding equity awards granted to Employee under the Company’s equity compensation plans and her covered dependents) that would have vested during the 12-month period following the Separation Date shall become fully vested as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Date and otherwise treated in accordance with the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month terms and conditions of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state equity compensation plan and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcorresponding award agreements.

Consideration. In (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a separation payment (“Separation Payment”) in a lump sum total gross amount equal to Three Hundred Seven Thousand Five Hundred ($307,500) Dollars; less all required government payroll deductions and provided that Employee signs the Supplemental Release withholdings, which is an amount equal to eight (8) months of Claims attached hereto as Exhibit B on or Employee’s current base wages. The Separation Payment shall be made within five (5) business days after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, Employer agreed to pay an amount equal to his target Employee bonus award for 2015 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”). For 2015, Employee’s target bonus is Five Hundred Forty-Six Thousand Seven Hundred Fifty ($546,750.00) Dollars (the “Bonus Award”). Employee understands and acknowledges that he would not otherwise be eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Award received is at the full discretion of the Employer. The Bonus Award shall be made within five (5) business days of the Separation Date Effective Date. (iii) As further consideration, commencing on June 1, 2015, subject to the “Supplemental Release”) terms, conditions and does not revoke it, limitations of that health insurance plan Employer shall pay for the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months full cost of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects premium for continued health insurance coverage under ETP’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for a period of seven (7) months (the “COBRA Period”), so that, upon Employee making appropriate and her covered dependents following timely election, the COBRA Period shall continue through December 31, 2015 with no interruption in coverage,. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. If Employee commences employment wih another Employer prior to the end of the COBRA Period and is offered health coverage, Employee must timely enroll in such new employer’s coverage and terminate the coverage provided by ETP within thirty (30) days of commencement of Employee’s separationnew employment. (iv) Additionally, Employer agrees to, as soon as reasonably practical in accordance with applicable internal trading policies and/or rules and regulations of the Company shall pay Securities and Exchange Commission, remove all restrictions/restricted legends from Energy Transfer Equity, L.P. (“ETE”) and ETP common units currently beneficially owned by Employee to health insurance provider allow for the full monthly COBRA premiums necessary to continue transfer, sale or disposal of such units at the Employee’s and discretion. (b) As consideration for Employee’s covered dependents’ health insurance coverage that is agreement to be bound by the restrictive covenants found in effect for Employee (and her covered dependents) as Section 6 of this Agreement, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve ETP shall cause the Employee’s unvested restricted common units (12as described below) months awarded to the Employee pursuant to the terms of the Second Amended and Restated Partnership 2008 Long Term Incentive Plan (the “ETP Unit Plan”) and the Sunoco Partners LLC Long-Term Incentive Plan, as amended (the “SXL Unit Plan”) to be accelerated in their vesting. The Employee currently has outstanding awards under the ETP Unit Plan of 61,841 restricted common units and 32,600 restricted common units under the SXL Unit Plan that are otherwise not scheduled to vest until after the Separation Date; Employee’s termination of employment (ii) collectively the date when Employee becomes eligible for substantially equivalent health insurance coverage in “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETP shall or self-employment; or shall cause the Accelerated Vesting Units to accelerate and fully vest within ten (iii10) business days after the date Effective Date. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event and will be subject to applicable government withholdings. Employee further understands and acknowledges that ETP will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated common units. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for any reasonaccelerated vesting of the Restrictive Covenant Units, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its or payment of COBRA premiums any amounts, under the ETP Unit Plan or the SXL Unit Plan, as both the ETP Unit Plan and SXL Unit Plan require continuing employment on the vesting dates of the awards in order to receive them. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Employer hereby expressly reserves any and all rights and remedies available at law or in equity in the event of a violation breach or threatened breach of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, Agreement by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployee.

Consideration. (a) In exchange for and in consideration of the covenants and promises contained herein, including the Employee’s execution release of all claims against Cambium and the Released Parties as set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days in lieu of the Separation Date (severance provided for under the “Supplemental Release”) and does not revoke itSeverance” section of the Offer Letter, Cambium will continue to pay the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the her base salary equivalent of twelve (12) months of to Employee’s base salary as of April 26, 2024 through the Separation Termination Date, less applicable withholdings and deductions, with such payments to occur in equal monthly installments on the Company’s regular pay dates. Should Employee’s employment with the Company terminate prior to the Termination Date for any reason other than Cause (as defined in the gross amount of $512,500.00Employee’s equity award agreements for the Initial Options and Initial RSUs, subject to standard payroll deductions and withholdings. This amount as defined in the Offer Letter) (“Early Termination”), Employee will be paid in a single lump sum no later thirty (30) days after all base salary through the Supplemental Release Effective Early Termination Date, as defined therein. b COBRA. Provided that Employee timely elects and thereafter shall be entitled to continued coverage under payment of her base salary through the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Termination Date. (“COBRA”b) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ group health insurance coverage that shall continue, in the same amount as Employee is in effect for Employee (and her covered dependents) entitled to as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: date of this Agreement, through earlier of (i) twelve (12) months after the Separation Date; Early Termination Date and (ii) the date when Employee becomes eligible Termination Date, as applicable. (c) In exchange for substantially equivalent health insurance coverage and in connection with new employment or self-employment; or (iii) consideration of the date Employee ceases to be eligible for COBRA continuation coverage for any reasoncovenants and promises contained herein, including plan termination the Employee’s release of all claims against Cambium and the Released Parties as set forth in this Agreement and the Employee’s compliance with this Agreement, that portion of the Initial Options and Initial RSUs (with each such period from terms as defined in the Separation Date Offer Letter) granted to the Employee on May 25, 2023 under the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”) shall continue to vest through the earlier of (i)-(iiii) the Early Termination Date and (ii) the Termination Date, as applicable. Any portions of any outstanding and unvested equity awards awarded to Employee that are not vested as of the Termination Date, including the remaining portion of the Initial Options and Initial RSUs, shall be forfeited on earlier of (i) the Early Termination Date and (ii) the Termination Date, as applicable. Notwithstanding anything otherwise set forth in the award agreement for any share options held by Employee, any share options that are vested as of the Termination Date may thereafter be exercised by Employee through and including October 25, 2025. Any vested share option that is not exercised by Employee on or prior to October 25, 2025 shall be forfeited as provided in the award agreement for such option. (d) The Employee acknowledges and agrees that unless the Employee enters into this Agreement, the Employee would not otherwise be entitled to receive the consideration set forth in Paragraph 3(a), (b), and (c) above(such benefits, the “COBRA Payment PeriodSeverance Benefits”). Notwithstanding . (e) The Employee further acknowledges and agrees that: (i) the foregoingEmployee shall not receive, if at and is not entitled to receive, any time other payments, benefits or remuneration of any kind from the Company determines that its payment Group or the Released Parties, except as set forth in this Agreement, and (ii) the Severance Benefits constitute full accord and satisfaction for all amounts due and owing to the Employee, including all salary, wages, incentive compensation, commissions, paid time off, reimbursements or other payments, benefits or remuneration of COBRA premiums on any kind which may have been due and owing to the Employee’s behalf would result . For the avoidance of doubt, Employee shall cease to be eligible for the severance benefits set forth in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Offer Letter. (f) All payments made by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state any mandatory deductions and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodwithholdings.

Consideration. In consideration exchange for the agreements and obligations of Employee’s execution of Employee set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will Employer shall provide Employee with the following severance benefits: consideration, the sufficiency of which is hereby acknowledged: a) During the Transition Period, Employee will no longer hold the title of Chief Operating Officer. During the Transition Period, Employee will continue to be paid an annual base salary of [***], payable bi-weekly, less applicable taxes and deductions. Employee shall continue to be entitled to receive his currently elected benefits coverage through the Separation Date. Work related expenses incurred prior to the Separation Date necessary to perform duties requested by Employer shall be reimbursed to Employee consistent with Employer’s existing Travel and Expense Policies. b) Employee shall remain eligible to receive a Severance Paymentcash bonus for the 2022 calendar year pursuant to Home Point Financial’s annual corporate bonus plan. The Company exact bonus amount will pay be determined based on Home Point Financial’s 2022 achieved results and Home Point Financial’s bonus pool funding in accordance with the plan. Employee’s Bonus will be paid at the same time other bonuses for the 2022 calendar year are paid company-wide, as severancewhich will occur no later than March 15, 2023. Employee agrees that he is not otherwise entitled to this payment under any contract, agreement, practice, bonus plan, or custom of Home Point Financial, and understands that it is paid by Home Point Financial solely in light of business considerations and the equivalent of twelve (12desire to amicably resolve and release all claims. c) months The terms of Employee’s base salary as of Substitute Option Agreement (the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRASubstitute Option Agreement”) for entered into by the Employee and her covered dependents following Employee’s separationpursuant to the Home Point Capital Inc. 2021 Incentive Plan (the “Plan”), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage be modified, such that is in effect for Employee (and her covered dependents) as of the Separation Date, Employee shall hold [***]unvested Performance-Based Substitute Options (as defined in the Substitute Option Agreement) and the time period for vesting eligibility of such Performance-Based Substitute Options shall be extended until the respective expiration date of the applicable Option Period (as defined in the Plan) for such Performance-Based Substitute Options; provided that, for the avoidance of doubt, such Performance-Based Substitute Options shall otherwise maintain all terms, conditions, and restrictions applicable to such Performance-Based Substitute Options under the Substitute Option Agreement. The COBRA coverage benefit ClarkHill\49458\183091\223633547.v1-3/19/20 d) Solely upon the vesting of Employee’s Performance-Based Substitute Options in accordance with the terms set forth in the Substitute Option Agreement, Employee will be paid on entitled to receive a monthly basis until special bonus payment in an aggregate amount equal to the earliest of: sum of (i) twelve (12the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) months after the Separation Date; of Employee’s Bonus Agreement, dated October 1, 2020, between Employee and Home Point Capital LP, (ii) the date when “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated January 15, 2021, between Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or and Home Point Capital LP, (iii) the date “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated August 27, 2021, between Employee ceases and Home Point Capital Inc., (iv) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated November 19, 2021, between Employee and Home Point Capital Inc., (v) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated March 18, 2022, between Employee and Home Point Capital Inc., and (vi) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated June 10, 2022, between Employee and Home Point Capital Inc., subject in each case to be eligible for COBRA continuation coverage applicable withholding obligations. Employee agrees and acknowledges that, except for any reasonpayments provided for herein, including plan termination (such period from he has been paid or has received all wages, salary, unused accrued paid time off, bonuses, expenses, commissions, and fringe benefits that are or will be due to him through and following the Separation Date. Employee further certifies that he has received written notice that all fringe benefits will cease on the Separation Date through unless otherwise provided by the earlier applicable plan documents. Employee agrees and acknowledges that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of (i)-(iii)such company, the “COBRA Payment Period”). Notwithstanding the foregoing, if at or from communicating such information to any time the Company determines other person under circumstances in which it is reasonably foreseeable that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant such person is likely to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for purchase or sell such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodsecurities.

Consideration. In consideration of Employee’s execution Pursuant to the terms of this AgreementAgreement and the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and the Reaffirmation, including but not limited to a release of claims, promise to provide advisory services, and promise to cooperate post-separation from employment, and provided that Employee signs (a) Executive’s employment with the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of Company has not been terminated prior to the Separation Date as a result of voluntary termination by Executive without Good Reason (as defined in the “Supplemental Release”Employment Agreement) and does not revoke it, or involuntary termination by the Company will provide Employee with for Cause (as defined in the following severance benefits: a Severance Payment. The Company will pay EmployeeEmployment Agreement), (b) both this Agreement and the Reaffirmation are timely signed by Executive, returned to the Company, and not revoked as severance, the equivalent set forth in Section 14 of twelve (12) months of Employee’s base salary as this Agreement and Section 9 of the Separation Date Reaffirmation, (c) the Advisory Agreement is signed by Executive at the same time this Agreement is signed by Executive, (d) Executive notifies the Company in the gross amount of $512,500.00writing to Xxxxxxxxxxx Xxxx, subject to standard payroll deductions Senior VP, Human Resources, via email at xxxxx@xxxxxxxx.xxx, that Executive has timely and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued properly elected healthcare insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended and (“e) Executive remains eligible for such coverage under COBRA”) for Employee and her covered dependents following Employee’s separation, then the Company shall pay to health insurance provider the full monthly premium directly to the COBRA premiums necessary administrator for Executive to continue Employee’s and Employee’s covered dependents’ health healthcare insurance coverage that is in effect for Employee under COBRA (and her covered dependentsthe “COBRA Payments”) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest earlier of: (i) twelve eighteen (1218) months after following the Separation Date; and (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage to receive COBRA continuation coverage. During the period in connection with new employment or self-employment; or (iii) which the date Employee ceases Company is providing the COBRA Payments, Executive shall immediately notify the Company in writing to be eligible for Xxxxxxxxxxx Xxxx, Senior VP, Human Resources, via email at xxxxx@xxxxxxxx.xxx, if Executive cancels COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), or is no longer eligible to receive COBRA continuation coverage. The COBRA Payments are hereinafter referred in this Agreement as the “COBRA Payment PeriodConsideration.”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of this Agreement, for and provided that subject to Employee signs the Supplemental Release of Claims attached hereto as Exhibit B signing on or within five (5) 21 days of after the Separation Date the release of claims set forth on Exhibit A hereto (the “Supplemental Release”) and does not revoke it), the Company will agrees to pay or provide Employee with the following severance payments and benefits: a Severance Payment. The Company will pay Employee: a. A lump sum payment of $2,193,989, as severanceto be paid on or promptly following the Officer Termination Date (but no later than 3 business days following the Officer Termination Date, subject to compliance with applicable laws and regulations), reflecting the equivalent sum of twelve (12i) months of one times Employee’s base salary as salary, (ii) one times Employee’s target bonus for fiscal 2007 and (iii) a prorated target bonus for 2008. b. Reimbursement for the cost of medical insurance coverage at a level equivalent to that provided by the Company to Employee and his dependents immediately prior to the Separation Date in the gross amount of $512,500.00and elected by Employee through COBRA (or, subject to standard payroll deductions and withholdings. This amount will be paid in if Employee is no longer eligible for COBRA continuation coverage, through a single lump sum payment in an amount necessary to permit Employee to obtain medical insurance coverage at a level equivalent to that provided by the Company immediately prior to the Separation Date, which lump sum payment shall be made to the Employee promptly after Employee provides the Company with the necessary documentation but in any event no later thirty (30) than five business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as first anniversary date of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until ) and for the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health cost of life and disability insurance coverage in connection with new employment or self-employment; or (iii) at a level equivalent to that provided by the date Employee ceases Company to be eligible Employee, for COBRA continuation coverage for any reason, including plan termination (such a period from the Separation Date through the earlier of (i)-(iii), i) the “COBRA Payment Period”)one-year anniversary of the Separation Date or (ii) the time Employee begins alternative employment. Notwithstanding Receipt of the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums benefits pursuant to this Section, clause (c) shall be subject to Employee not revoking the Company shall pay Employee on ADEA Release (as defined in the last day of each remaining month of the COBRA Release). c. Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder reasonable attorney’s fees and expenses incurred by Employee in connection with the review and negotiation of this Agreement, in an amount not to exceed $10,000, such payment to be made within 30 days following the COBRA Payment PeriodSeparation Date.

Consideration. (a) In consideration of EmployeeExecutive’s execution termination of this employment, and the termination of the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto as Exhibit B on or within five Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (5c) days below: (i) Payment to Executive of the Separation Date Three Hundred Thirty-Six Thousand Dollars ($336,000) (the “Supplemental ReleaseSeverance Amount”) and does not revoke it, the Company will provide Employee ). The Severance Amount shall be payable in accordance with the Company’s normal payroll procedures commencing on the first regularly scheduled payday following severance benefits: a Severance Payment. The Company will pay Employeethe earlier to occur of the first business day of the seventh month after the Termination Date or Executive’s death; (ii) Vest in full, as severance, the equivalent of twelve (12) months of Employee’s base salary effective as of the Separation Date date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, all of Executive’s outstanding unvested time-vested restricted stock grants; (iii) All of Executive’s unvested performance shares or performance-vested restricted stock grants shall be forfeited on the Termination Date; (iv) Provided that Executive timely elects COBRA continuation coverage for Executive and her eligible dependents effective as of July 1, 2015, Company will subsidize the cost of COBRA continuation coverage, and Executive will be responsible only for paying the portion of the premium paid by active employees for such coverage for the 1 year duration of COBRA continuation coverage (i.e., through June 30, 2016). Executive acknowledges that she will be required to pay her share of the premiums under this Section 4(a)(iv) with after-tax income. Further, Executive acknowledges that (A) any reimbursements received by Executive subsequent to the COBRA continuation coverage period may be taxable to Executive for federal and state tax purposes, and (B) the Company reserves the right to cease any subsidy or reimbursement under this Section 4(a)(iv) in the gross amount event that IRS rules prohibit such subsidy or reimbursement or payment of $512,500.00the subsidy or reimbursement would result in the imposition of an excise tax on the Company. Notwithstanding anything to the contrary herein, subject in the event Executive becomes eligible for coverage under any employer-sponsored health plan during the continuation period described above, all payments and subsidies under this Section 4(a)(iv) will cease. (b) Notwithstanding anything else contained herein to standard payroll deductions and withholdings. This amount will the contrary, no payments shall be paid in a single lump sum no later made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”), which has been signed by Executive no earlier than June 5, 2015; and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) applicable revocation period under the date Employee ceases Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that she would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be eligible for COBRA continuation coverage for made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested restricted stock grants as set forth in Section 4(a)(ii) above) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum, or as to benefits continued at Executive’s expense subject to reimbursement, which reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any reasonand all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including plan termination (such period from without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the Separation Date through the earlier laws of (i)-(iii)any jurisdiction and/or her Employment Agreement, the “COBRA Payment Period”). Notwithstanding the foregoing, if at and Executive agrees not to pursue or claim any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4 and Section 5) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In The Company agrees to pay Executive the following consideration of Employee(the “Separation Compensation”), contingent upon Executive’s execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days A, and Executive’s continued full compliance with the terms of the Separation Date (the “Supplemental Release”) and does not revoke itthis Agreement: a. In consideration for valuable consideration provided under this Agreement, the Company will provide Employee continue to pay Executive her existing base salary, payable in biweekly installments during the Transition Period consistent with the following severance benefits: a Severance PaymentCompany’s current payroll practices. The In addition, at the end of the Transition Period, the Company will pay EmployeeExecutive any accrued but unused Paid Time Off. b. In consideration for Executive agreeing to the covenants set forth in Sections 3, 5, 7, 8 and 9 of this Agreement and the Release attached hereto as severanceExhibit A (the “Release”): i. the Company will continue to pay Executive her existing base salary, the equivalent payable in biweekly installments, over a period of twelve (12) months following the expiration of Employee’s base salary the Transition Period, beginning on the first payroll date after the Effective Date of the Release; ii. any outstanding and unvested stock options held by Executive shall become fully exercisable as of the Separation Effective Date of the Release, and such stock options shall thereafter continue or lapse in accordance with the other provisions of the applicable plan and award certificate; iii. any outstanding restricted stock units held by Executive shall become fully vested as of the Effective Date of the Release and shall immediately convert to shares of Company common stock as of the Effective Date of the Release; iv. Executive’s health insurance benefits with the Company shall continue on the same terms and conditions during the Transition Period, and cease to be effective at the conclusion of the Transition Period. Following the Transition Period, in the gross amount event that Executive chooses to exercise her rights under COBRA to continue her participation in the Company’s health insurance plan, in compliance with the American Recovery Act of $512,500.002021, subject the Company shall cover the costs for such coverage from the end of the Transition Period through September 30, 2021. If Executive continues to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (elect COBRA after September 30) days after , 2021, the Supplemental Release Effective DateCompany shall directly pay, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under or reimburse Executive for, the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) premium for Employee Executive and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiA) September 30, 2022, and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s), the “COBRA Payment Period”). Notwithstanding the foregoing, provided that if at any time the Company determines that its payment it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthe Public Health Service Act) or incurring an excise tax, then then, in lieu of paying COBRA premiums pursuant the foregoing benefit, a taxable amount equal to this Sectioneach remaining Company subsidy payment will thereafter be paid to Executive in substantially equal monthly installments; v. The Company will provide Executive with a letter of reference written by Xxxxxxx Xxxxxx (CEO) that Executive may provide to prospective employers; and vi. provided Executive completes all that is asked of her relating to the Transactions to the reasonable satisfaction of the CEO, the Company shall will pay Employee on Executive an additional lump sum payment in the last day amount of each remaining month $40,000, less taxes and withholdings; provided, however that in the case of both (ii) and (iii) above, if Executive breaches any of the COBRA Payment Periodcovenants set forth in Sections 3, a fully taxable cash payment equal 5, 7, 8 or 9 of this Agreement in any material respect, her outstanding stock options shall terminate immediately and automatically upon such breach and shall not be exercisable following such breach regardless of the vested status of such stock options, and Executive’s unvested restricted stock units shall be immediately and automatically forfeited upon such breach, in each case without further consideration or any act or action by Executive, and in the case of (i) above, if Executive breaches any of the covenants set forth in Sections 3, 5, 7, 8 or 9 of this Agreement in any material respect, the Company’s obligation to continue making the COBRA premium payments specified hereunder shall immediately stop. c. The payments and other consideration described in Sections 2(a) and 2(b) shall be minus the deductions the Company considers appropriate for such month, less applicable federalany local, state and local payroll taxes federal income taxes, Social Security, Medicare and other withholdings required by lawanalogous withholdings. The Company’s agreement to make the payments described in Sections 2(a) and 2(b) is specifically contingent upon Executive executing this Agreement, for not revoking the remainder Agreement, as set forth in Section 11(f) below, and complying with its terms, and Executive’s agreement to execute the Release attached hereto as Exhibit A, and not revoking the Release, at the end of the COBRA Payment Transition Period.. To the extent the Separation Compensation becomes payable pursuant to the terms of this Agreement, the Company will begin to make such payments within five (5) business days (or, if later, on the first payroll date) after the Effective Date of the Release attached hereto as Exhibit A.

Consideration. In consideration The parties desire to enter into this Agreement to provide for the terms of the Employee’s separation, including the termination of Employee’s execution responsibilities. The parties further wish to avoid litigation and controversy and fully resolve any and all past, present and future disputes they may have relating to Employee’s employment with, or separation from service with the Employer. In consideration for entering into this Agreement and for complying with the promises made herein, Employer agrees: a) to pay Employee $5,000.00 per month for twenty-four (24) months, which shall be subject to all lawful deductions and withholdings such as income tax, social security tax, etc. The Employer shall pay the above monthly payment in advance on the first day of each month, except that the first six monthly payments shall not be paid until the later of six (6) months after the expiration of the revocation period, described more fully in Section 3 below, or April 15, 2010 and shall be paid in one lump sum, as required by Internal Revenue Code Section 409A. These payments will occur only if the Revocation Period described more fully in Section “3” below passes without revocation of this Agreement by Employee. b) To reimburse Employee for Employee’s healthcare premiums for family insurance coverage substantially similar to the coverage maintained for the Employee and his family before September 8, 2009, including but not limited to the cost of family coverage under the provisions of COBRA, up to a maximum of $15,000 per year until the earlier of Employee’s sixty-fifth (65th) birthday or the date Employee procures other employment that offers health insurance coverage. Such provision of healthcare coverage reimbursement is contingent upon Employee’s entry into this Agreement. Provision of such healthcare coverage reimbursement shall not commence until after expiration of the Revocation Period described more fully below in paragraph 3, and without revocation of this Agreement by Employee. Such reimbursement will be provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five thirty (530) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months tendering to Employer proof of Employee’s base salary payment of said healthcare premiums. If a Change in Control, as of defined in Exhibit D to the Separation Date Agreement, occurs before the Employee has fully received the consideration delineated in subsections 2a and 2b above, then the gross amount of $512,500.00, subject Employer shall pay the remaining benefits to standard payroll deductions and withholdings. This amount will be paid the Employee in a single lump sum no later thirty within three (303) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under later of (x) the Consolidated Omnibus Budget Reconciliation Action Change in Control or (y) the first day of 1985, as amended (“COBRA”) for Employee and her covered dependents following the seventh month after the effective date of the Employee’s separationresignation. The lump-sum payment due the Employee as a result of a Change in Control shall be an amount equal to the sum of the remaining unpaid balances corresponding to each particular benefit at the time the Change in Control occurs, including for purposes of subsection 2a the Company unpaid balance of the money for the 24 months, for purposes of subsection 2b the maximum amount of healthcare premium reimbursement amounts remaining for the maximum years. However, Employee shall pay reimburse Employer for any excess payment of healthcare premium reimbursement amounts to Employee under this Paragraph that represents reimbursement of healthcare premiums for any period of time prior to Employee’s sixty-fifth (65th) birthday for that period of time whereby the Employee had other employment that offers health insurance provider the full monthly COBRA premiums necessary coverage. The Employer shall cease providing any and all other perquisites to continue Employee as of Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodemployment, a fully taxable cash payment equal to the COBRA premium October 2, 2009, including, but not limited to, any leased automobile, credit cards, etc., except as otherwise provided in this Agreement. Please see Section 10 for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodfurther information.

Consideration. In consideration of Employee’s execution of Provided that you execute and do not revoke this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee you with the following severance payments and benefits: : a. For a Severance Payment. period of two (2) years following the Date of Resignation, the Company will continue to pay you your Annual Base Salary in accordance with its regular payroll practices for similarly situated executives and continue to pay for your existing health insurance benefits; b. The Company will pay Employee, you a bonus award in the amount of $150,000 for the 2009 calendar year in lieu of the pro rated bonus award provided for under Paragraph 5(c)(ii) of the Employment Agreement. Such payment will be made within 30 days of the Effective Date of this Agreement (as severance, the equivalent provided for in Paragraph 14(g)). c. Any unvested portions of twelve (12) months of Employee’s base salary your Stock Option and Restricted Shares as of the Separation Date of Resignation shall vest pro rata based upon your services to the Company as Chief Executive Officer during the 2009 calendar year. Any remaining unvested portions of your Restricted Shares and Stock Option that do not vest upon such pro rata basis will be immediately and permanently forfeited to the Company by you for no consideration. Subject to the terms of the Company’s 2007 Incentive Compensation Plan and the Stock Option Award, the vested portion of your Stock Option (including any portion that vested on a pro rata basis as described above) will remain exercisable for a period of ninety (90) days following the Date of Resignation and there are no limitations on your exercise of the vested portion of your Stock Option, the sale of the common stock underlying your Stock Option or the sale of your vested Restricted Shares other than those related to insider information. During this ninety (90) day period you agree to notify Xxxx XxXxxxxx, Chairman of the Company, prior to engaging in any transaction in the gross amount Company’s securities so as to consult about the potential applicability of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Datexxxxxxx xxxxxxx restrictions. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium window for such monthsales is scheduled to open on or about August 7, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder 2009. We will promptly notify you of the COBRA Payment Periodany change in such date.

Consideration. In consideration of the Employee’s execution and non-revocation of this Agreement and the covenants and promises contained herein, the Company shall provide to Employee, or in the event of his death, to Employee’s estate or legal representative, the following consideration (the “Consideration”), to which Employee acknowledges he is not otherwise entitled: (a) the Company and Employee agree that Employee’s resignation and termination of employment is a “termination without Cause” under the Employment Agreement, thereby entitling Employee to the following: (i) for the duration of the Severance Period, bi-weekly payments of $17,692.31, which payments shall be made in accordance with the Company’s customary payroll practices; (ii) a pro-rated amount of any annual bonus to which Employee would be entitled for 2004 as previously established by the Compensation Committee subject to the Company achieving certain financial targets previously established by the Compensation Committee for 2004, which shall be paid at the earlier of (1) the date it would have been due if Employee was not terminated, or (2) upon completion of the Severance Period; (iii) reimbursement for any COBRA payments actually incurred by Employee during the Severance Period, payable in accordance with the regular expense reimbursement procedures for executives of the Company. Employee shall report COBRA payments actually incurred by Employee by delivering to the Company an expense reimbursement report in the form attached as Exhibit B hereto, accompanied by evidence of payment thereof; (iv) for such time period during the Severance Period after which Employee may not participate in COBRA coverage, reimbursement for any payments actually incurred by Employee for health and dental insurance, not to exceed the maximum monthly COBRA reimbursement provided that in clause (iii) immediately above. Such reimbursement shall be paid monthly upon delivery by Employee signs to the Supplemental Release Company of Claims an expense reimbursement report in the form attached hereto as Exhibit B on or within five “B”, accompanied by evidence of payment thereof; (5v) days the Company’s continuing obligations under the Option Agreements (as defined herein) set forth in paragraph 3 of this Agreement; and (vi) reimbursement for the Separation Date cost of Employee’s full medical examination at the Cxxxxx Clinic in Dallas, Texas, provided that such medical examination was completed before the Termination Date. (the “Supplemental Release”b) and does not revoke it, the Company will shall provide Employee with the following severance benefits: a Severance Paymentgeneral release and covenant not to sxx contained in paragraph 5 of this Agreement. The Company will pay EmployeeConsideration, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date both in the gross amount aggregate and individually, shall be in full satisfaction of $512,500.00all unpaid or outstanding obligations due Employee as a consequence of his employment with the Company, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage including under the Consolidated Omnibus Budget Reconciliation Action of 1985Employment Agreement, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, through the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Termination Date. The COBRA coverage benefit will amount of Consideration to be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company paragraph 2 shall pay Employee on the last day be net of each remaining month any applicable withholding taxes as provided in paragraph 4 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of Employee’s execution of this Agreement and the Release Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will Employer shall provide Employee with the following severance benefits: following: (a) An aggregate of $180,000 (less customary withholdings and deductions) shall be payable as a Severance Payment. The Company will pay lump sum upon Employee, ’s execution and delivery of this Agreement to Employer; (b) An aggregate $180,000 (less customary withholdings and deductions) shall be payable as severance, a lump sum on the equivalent eighth day after Employee’s execution and delivery of twelve the Release Agreement and the expiration of the revocation period (12which is a condition to such payment) months which Release Agreement shall be executed on the Separation Date; and (c) Reimbursement of Employee’s base salary COBRA premiums for 18 months following the Separation Date, plus an additional amount (payable as and when such premiums are due) equal to the cost of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) premiums for Employee and her covered dependents following Employeeto obtain 12 additional months of medical benefits comparable to Employer’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employeebenefit plan as determined by Employer’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Board of Directors as of the Separation Date. The COBRA Employee shall be required to present Employer with invoices demonstrating payment for continued health care. Employee also shall be obligated to inform Employer if he obtains coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent from another health insurance coverage carrier during this time period in connection with new which case Employer’s obligations under this paragraph 3(c) shall immediately cease. Employee acknowledges that the payments set forth in this paragraph 3 constitute the full satisfaction of Employer’s obligations under the Employment Agreement, the Severance Agreement, or any other oral or written agreement between the parties relating to Employee’s employment or self-employment; or (iii) separation therefrom, including the date payment of severance. Employee ceases further acknowledges that the amount set forth above in this paragraph 3 provides for payments on an accelerated basis as compared to that which Employee would otherwise be entitled, and Employee acknowledges that nothing in this Agreement shall be deemed to be eligible for COBRA continuation coverage for any reason, including plan termination (such period an admission of liability on the part of the Employer that it has done anything wrong. Employee agrees that Employee will not seek anything further from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployer.

Consideration. In consideration return for Executive’s release of Employee’s execution of claims and other promises in this Agreement, and provided Executive: (i) signs this Agreement within the twenty-one (21) day period described below; (ii) does not revoke this Agreement as provided below; and (iii) furnishes to the Bank a written or electronic notice that Employee Executive has not exercised Executive’s right to revoke this Agreement dated not less than eight (8) days after the date on which Executive signs this Agreement: a. The Bank will continue to pay Executive his annualized base salary ($350,000.00 per year) for a one (1) year period beginning on the Supplemental Release of Claims attached hereto as Exhibit B day after the Separation Date and ending on or within five (5) days the first anniversary of the Separation Date (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke it, the Company ). The Salary Continuation Payments will provide Employee be paid to Executive in accordance with the Bank’s standard payroll procedures commencing on the Bank’s first regularly scheduled payroll date following severance benefits: a Severance Payment. the Effective Date (as defined in Section 20 below); provided, however, that the first Salary Continuation Payment will include any unpaid Salary Continuation Payments accrued after the Separation Date; b. The Company Bank will include in the Salary Continuation Payments and pay Employee, as severance, to Executive the equivalent average of twelve Executive’s annual bonuses earned for the three (123) months of Employee’s base salary as of full years preceding the Separation Date ($111,725.00 total) in equal installments consistent with Section 2a above; c. If Executive timely and properly elects continuation coverage under the gross amount Consolidated Omnibus Reconciliation Act of $512,500.001985 (“COBRA”), subject the Bank shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (with the Executive required to standard payroll deductions and withholdingspay for any employee-paid portion of such coverage) (such amounts to be referred to herein as the “COBRA Benefits”). This amount will be paid in a single lump sum no later The Bank shall make any such reimbursement within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action following receipt of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employeeevidence from Executive of Executive’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as payment of the Separation DateCOBRA Benefits. The COBRA coverage benefit will Executive shall be paid on a monthly basis eligible to receive such reimbursement until the earliest of: (i) twelve (12) months after following the Separation Date; (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentto receive COBRA Benefits; or and (iii) the date Employee ceases on which Executive either receives or becomes eligible to be eligible receive substantially similar coverage from another employer. Executive shall bear full responsibility for applying for COBRA continuation Benefits and the Bank shall have no obligation to provide Executive such coverage for any reason, including plan termination (such period from if the Separation Date through the earlier of (i)-(iii), the “Executive fails to elect COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Benefits in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, timely fashion; and d. The Bank will fully fund the Company shall pay Employee on the last day of each remaining month Bank’s portion of the COBRA Payment PeriodJune 30, a fully taxable cash payment equal 2022, contribution for Executive to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodBank’s 401(k) Plan.

Consideration. In consideration exchange for your promises contained herein, if you timely sign and return this Agreement and do not thereafter revoke it as set forth herein, pursuant to Section 3(b) of Employee’s execution of this the Severance Agreement, DiamondRock shall provide you with the following: a. The Company shall pay you $236,000, less tax-related deductions and provided that Employee signs withholdings, which is a pro-rata bonus for fiscal year 2024 determined through the Supplemental Release of Claims attached hereto as Exhibit B Retirement Date and calculated based on or within five (5) days of your target bonus for the Separation Date 2024 fiscal year (the “Supplemental ReleasePro-Rata Bonus”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will shall pay Employee, as severance, you the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum Pro-Rata Bonus no later thirty than sixty (3060) days after the Supplemental Release Effective Retirement Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation. b. If you elect COBRA continuation coverage, the Company shall pay to health insurance provider the full monthly COBRA amount of premiums necessary to continue Employee’s that it pays for you and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (your spouse and her covered dependents) dependents as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Retirement Date until the earliest of: (i) twelve (12) months after earlier of December 31, 2024 or the Separation Date; (ii) the date when Employee becomes eligible end of your eligibility under COBRA for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination medical care (such the period from the Separation Date through ending on the earlier of (i)-(iii), which is the “COBRA Payment Severance Period”). Notwithstanding ; provided that if any such insurance coverage shall become unavailable and/or the foregoing, if at any time Company’s insurer refuses to continue coverage for you and your spouse and dependents during the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionSeverance Period, the Company shall be required only to pay Employee on the last day of each remaining month of the COBRA Payment Periodto you an amount which, a fully taxable cash payment after reduction for income and employment taxes, is equal to the COBRA premium preexisting employer premiums for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, insurance for the remainder of the COBRA Payment Severance Period. c. As of the Retirement Date, you shall become 100% vested in all of the “Base Shares” granted pursuant to the Restricted Stock Award Agreement between you and the Company with a Grant Date of February 27, 2022. Vesting of unvested “Stock Units” granted pursuant to the Performance Stock Unit Agreements between you and the Company with Grant Dates of Awards of February 22, 2022 and February 23, 2023 (together, the “PSU Agreements”) shall be governed by Section 4(d) of each such PSU Agreement. As of the Retirement Date, you shall become 100% vested in all of the “LTIP Units” granted pursuant to the LTIP Unit Award Agreement with a Grant Date of February 23, 2023. Except as otherwise provided in this Section 4(c), all of your Company restricted stock awards and LTIP unit awards shall continue to be subject to the terms of the applicable stock grant agreements, awards, and equity plans (collectively, the “Equity Agreements and Plans”); except that the forfeiture of unvested equity that is subject to vesting pursuant to this Agreement that would otherwise occur in the absence of this Agreement shall be suspended for sixty (60) days from the Retirement Date and shall occur only if this Agreement does not become effective. d. The Company’s Executive Committee issued a memorandum to you dated February 29, 2024 and entitled “2024 Compensation” (the “2024 Compensation Memo”). The 2024 Compensation Memo attached forms of agreement entitled Restricted Stock Award Agreement (the “2024 RSA Agreement”) and Performance Stock Unit Agreement (the “2024 PSU Agreement” and, together with the 2024 RSA Agreement, the “2024 Equity Awards”). The Company shall complete the 2024 Equity Awards in accordance with the 2024 Compensation Memo and you shall execute the completed 2024 Equity Awards. As of the Retirement Date, you shall become 100% vested in all of the “Base Shares” granted pursuant to the 2024 RSA Agreement. Vesting of unvested “Stock Units” granted pursuant to the 2024 PSU Agreement shall be governed by Section 4(d) of the 2024 PSU Agreement. e. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

Consideration. In 3.1 The aggregate consideration of Employee’s execution of this Agreement, payable by the Buyer for the sale and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days purchase of the Separation Date Sale Shares under this Agreement or otherwise as part of the Transaction (the “Supplemental ReleaseConsideration”) shall be an aggregate amount equal to: 3.1.1 the Base Consideration; plus 3.1.2 the Exchange Cash Amount Adjustment; less 3.1.3 the Pre-Completion Cash Cost Adjustment; plus 3.1.4 the Executive Option Exercise Amount Adjustment; less 3.1.5 the Executive Employer Tax Amount; less 3.1.6 the Completion External Indebtedness Adjustment; less 3.1.7 the Completion Company Transaction Expenses; less 3.1.8 an amount equal to the aggregate Executive Option Cancellation Amounts. 3.2 The Consideration shall be apportioned between the Sellers in accordance with their respective Proportionate Share set out in the Allocation Schedule. The Buyer shall not be responsible for the arrangements between the Sellers and does not revoke itthe Company in relation to the apportionment of the Consideration including as set out in the Allocation Schedule. 3.3 Subject to Clauses 3.5, 3.6 and 3.7, at Completion, the Company will provide Employee with Buyer shall pay the following severance benefits: Cash Consideration due to each Seller to either a Severance PaymentNominated Account (if notified by an Institutional Seller to the Company) or to the Company’s Account. 3.4 The Buyer shall not be obliged to procure the issuance of Rollover Securities unless the Rollover Condition has been satisfied or waived by the Buyer in its sole discretion by the Unconditional Date, and if the Rollover Condition has not been satisfied or waived by the Buyer all Rollover Sellers shall be treated as Non-Rollover Sellers. 3.5 If a Seller or Exercising Executive Optionholder is an Accredited Investor, such Seller or Exercising Executive Optionholder may deliver an Alternative Consideration Election to the Buyer specifying a Rollover Amount in respect of which it wishes to receive Rollover Securities. The Company will pay Employee, as severance, If the equivalent of twelve (12) months of Employee’s base salary as of Buyer has received a valid Alternative Consideration Election from a Rollover Seller by the Separation Unconditional Date in the gross amount of $512,500.00Buyer shall, subject to standard payroll deductions and withholdingsClause 3.4, at Completion, procure the issuance to such Rollover Seller(s) of the Rollover Securities. This amount Any such Rollover Seller will be subject to the applicable terms of and have the applicable rights provided in the Alternative Consideration Election. 3.6 The amount of any Cash Consideration payable to a Rollover Seller shall be reduced by the Rollover Securities Value of any Rollover Securities issued to such Rollover Seller. 3.7 For the avoidance of doubt, any surplus Rollover Amount that is not used to satisfy the issue of a whole Neo Security shall be paid to the relevant Seller as Cash Consideration. 3.8 Any amount that is paid in respect of a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as breach of the Separation Date. Seller Fundamental Warranties or any other provision of this Agreement providing indemnification, reimbursement or compensation for loss shall be treated or adjusting the Consideration. 3.9 The COBRA coverage benefit will amount payable by each Seller in respect of a breach of the Warranties or any provision of this Agreement providing indemnification, reimbursement or compensation for loss shall be paid calculated on a monthly basis until an after tax basis. 3.10 To the earliest of: (i) twelve (12) months after extent that any amounts that are relevant to this Clause 3 or otherwise in relation to the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier calculation of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Consideration are in a violation of applicable lawcurrency other than US Dollars, then in lieu of paying COBRA premiums pursuant to this Section, such amounts shall be converted into US Dollars using the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreed Exchange Rate.

Consideration. In consideration for Employee executing this Agreement, Company agrees to provide to Employee in accordance with the Employment Agreement the following, items (a), (b), (c) and (d) of which shall be paid on the first business day following the six-month anniversary of the Termination Date, and items (e) and (f) of which shall be provided as soon as administratively feasible, but no earlier than eight days after Employee executes this Agreement: (a) Three times Employee’s current annual base salary, for a payment equal to $1,125,000.00; (b) Three times the higher of (i) Employee’s highest annual bonus paid in Company’s three most recent fiscal years or (ii) Employee’s target bonus as provided in Company’s annual cash incentive plan), for a total of $1,387,500.00; (c) The amount of any earned and accrued bonus for 2007 ($0); (d) Any unreimbursed business expenses previously submitted to Company or incurred not more than 30 days prior to the Termination Date; (e) One month of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s current base salary as of ($31,250), which represents the Separation Date in pre-termination notice period required by the gross amount of $512,500.00, subject Employment Agreement; and (f) The following health benefits: (i) If Employee elects to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continue coverage for himself and/or his eligible dependents under Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following ), then, during the required period of COBRA continuation coverage with respect to Employee’s separationtermination of employment from Company (but no more than eighteen months) (the “COBRA Period”), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for reimburse Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until for the earliest of: (i) twelve (12) months after difference between the Separation Date; amount Employee pays for such COBRA continuation coverage and the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans; (ii) If Employee has continued his COBRA coverage throughout the date when Employee becomes eligible COBRA Period, then, for substantially equivalent health insurance coverage in connection with new employment or selfthe thirty-employment; or (iii) six-month period beginning on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on day immediately following the last day of each remaining month of the COBRA Payment Period (the “Extended Coverage Period”), a fully taxable cash payment equal Company shall provide Employee (and his eligible dependents) with health benefits substantially similar to the COBRA premium those provided under its group health plans for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, active employees for the remainder of the Extended Coverage Period; provided, however, that such health benefits shall be provided to Employee through an arrangement that satisfies the requirements of sections 105 and 106 of the Internal Revenue Code of 1986, as amended, such that the benefits or reimbursements under such arrangement are not includible in Employee’s income; (iii) The cost to Employee for the first eighteen months of coverage during the Extended Coverage Period shall be no greater than the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans, and the cost to Employee for the second eighteen months of coverage during the Extended Coverage Period shall be no greater than the cost of COBRA Payment Periodcontinuation coverage; and (iv) Notwithstanding the preceding provisions of this paragraph 3(f), Company’s obligation to reimburse Employee during the COBRA Period and to provide health benefits to Employee during the Extended Coverage Period shall immediately end if and to the extent Employee becomes eligible to receive health plan coverage from a subsequent employer (with Employee being obligated hereunder to promptly report such eligibility to Company). Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling. Finally, the amounts described in items (a), (b), (c) and (d) shall accrue interest on a non-compounded basis, from July 9, 2007 to the date such amounts are actually paid, at a rate of interest equal to the rate accrued by Company on its cash reserves during such period, which interest shall be paid in a lump sum on the date such amounts are actually paid.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that a. If on or within 21 days after the Separation Date Employee signs the Supplemental Release release of Claims attached claims set forth in Exhibit A hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Separation Release”) ), and does not revoke itlets the Separation Release become effective without revoking as set forth therein (the “Release Effective Date”), the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent benefits in full satisfaction of twelve (12) months of any amounts payable under Employee’s base employment agreement (the “Employment Agreement”) or any other contract, plan or arrangement with respect to termination benefits: i. a lump sum cash severance payment of $1,650,000, representing one times Employee’s annual salary as and target bonus, which payment shall be paid within 30 days following the Separation Date; ii. a lump sum cash payment equal to (i) the number of calendar days from January 1, 2013 to the Separation Date in divided by (ii) 365 and multiplied by (iii) $1,150,000; provided that the gross amount Company’s performance, calculated by the Compensation Committee consistent with past practice, meets the target performance level for the year of $512,500.00termination, subject to standard payroll deductions and withholdings. This amount will as determined at year-end; provided further that the foregoing payment shall be paid in a single lump sum no later thirty (30) days after than March 15, 2014; iii. reimbursement for the Supplemental Release Effective Date, as defined therein. b COBRA. Provided cost of medical coverage at a level equivalent to that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, provided by the Company shall pay immediately prior to health insurance provider termination of employment, through the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee earlier of: (and her covered dependentsA) as of 12 months following the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: , or (i) twelve (12) months after the Separation Date; (iiB) the date when time Employee becomes eligible for substantially equivalent health insurance coverage in connection with begins alternative employment; provided that (x) it shall be the obligation of Employee to inform the Company that new employment has been obtained and (y) such reimbursement shall be made by the Company subsidizing or self-employment; or (iii) the date reimbursing COBRA premiums or, if Employee ceases to be is no longer eligible for COBRA continuation coverage for any reasoncoverage, including plan termination (or if such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time payments would subject the Company determines that its to any adverse tax treatment or other penalties, by a lump sum payment based on the monthly premiums immediately prior to the expiration of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.coverage; and

Consideration. In Pursuant to Employee’s Employment Agreement dated January 17, 2007 as amended by Amendment No. 1 thereto dated December 30, 2009 (the “Employment Agreement”; capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement), as modified hereby, and as express consideration of for Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee compliance with the following terms of this Separation Agreement and Release, Employer agrees to pay Employee separation payments as follows: • $714,000 as severance benefits: a Severance Payment. The Company will pay Employeepay, as severance, the equivalent of reflecting twelve (12) months Base Salary as in effect at the Separation Date; and • $1,627,000, as severance pay, reflecting the average of Employee’s base salary as of Bonus for the two (2) years preceding the year in which the Separation Date occurs (2016 and 2017); and • An amount equal to Employee’s annual auto allowance ($30,000), payable in the gross amount 12 equal monthly installments of $512,500.002,500 each. Subject to Employee’s continued compliance with the terms hereof, the separation payments will be made in accordance with the Employer’s regular payroll practices, and less all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. Subject to Employee’s continued compliance with the terms hereof, and expressly subject to standard payroll deductions Amendment No. 1 to the Employment Agreement regarding the timing of payments, the separation and withholdings. This amount severance payments will be paid distributed in a single lump sum no later thirty bi-weekly installments beginning with the next regular payroll that is processed within fifteen (3015) business days after the Supplemental Release Effective Separation Date. If Employee is enrolled, as defined thereinEmployee’s medical and dental insurance coverage will continue until the last day of the month in which Employee’s employment terminates, at the Company’s expense, and the Company will reimburse Employee for any COBRA payments he makes during the 12 months following the Separation Date. b COBRA. Provided that If Employee properly and timely elects continued to continue medical and/or dental group insurance coverage under the Company’s Employee Benefits Plan in accordance with the continuation requirements of COBRA (the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for amended), Employee and her covered dependents following Employee’s separation, the Company shall pay may be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000.

Consideration. In Employee acknowledge that (a) the release of claims by the Company set forth in Section 7 of this Agreement and in Appendix B to this Agreement (the “Company Release”), and the vesting of Unvested RSUs, exceeds that to which Employee would otherwise be entitled upon termination of employment under any contract between Employee and the Company or the normal operation of the Company’s benefit plans, policies, and/or practices; (b) the release of claims by the Company set forth in Section 7 of this Agreement and the vesting of 19,000 Unvested RSUs is adequate consideration of for Employee’s execution promises set forth in this Agreement, including the release set forth in Section 4 of this Agreement, ; and provided that Employee signs (c) the Supplemental Release release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, claims by the Company will provide Employee with set forth in Appendix B to this Agreement and the following severance benefits: a Severance Paymentvesting of 540 Unvested RSUs is adequate consideration for Employee’s release set forth in Appendix A of this Agreement. The Company acknowledges that the release of claims by Employee set forth in Appendix A to this Agreement is adequate consideration for the Company’s release set forth in Appendix B of this Agreement. Irrespective of whether Employee signs this Agreement, Employee will pay Employeeretain any rights Employee may otherwise have to medical, as severancedental, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject and vision benefits continuation coverage pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended amended, or other applicable law (“COBRA”) for Employee which rights will be explained in greater detail in a separate notice provided to Employee), and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s will be paid all compensation and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of benefits earned through the Separation Date. The COBRA coverage benefit , as follows: (a) accrued but yet unpaid base salary earned through the Separation Date will be paid on a monthly basis until the earliest of: first payroll date following the Separation Date; (ib) twelve any unused vacation accrued through the Separation Date; (12c) months reasonable business expenses incurred, but not paid prior to, the Separation Date will be reimbursed within forty-five (45) days after the Separation Date; and (iid) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier accrued but unpaid Tax Equalization Policy obligations of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result will be paid in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for accordance with such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodpolicy.

Consideration. In consideration of Employee’s execution addition to the benefits set forth in Paragraph 1 of this Agreement, and provided that Employee signs for, and in consideration of, the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of covenants, promises and releases by Executive in this Agreement, and subject to compliance with any and all prerequisites expressly set forth herein including without limitation Executive’s continued compliance with the restrictive covenants set forth in the Employment Agreement and Inventions Agreement, and this Agreement becoming effective and irrevocable in accordance with Section 6 below, Company agrees to pay Executive the amounts described herein. Contingent Benefits Following the Separation Date Date. Executive will further receive, commencing immediately following the Separation Date: i. continued payment of Executive’s Base Salary (the “Supplemental Release”subject to applicable tax withholdings) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of for twelve (12) months of Employee’s base salary as of from the Separation Date in the gross amount of $512,500.00Date, subject such amounts to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty accordance with the Company’s normal payroll policies; ii. the actual earned annual cash incentive, if any and as approved by the Board, payable to Executive for the year ended December 31, 2022; iii. reimbursement for premiums paid for continued health benefits for Executive (30and any eligible dependents) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis plans until the earliest of: earlier of (i) twelve (12) months after the Separation Date; , payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist. Subject to IRC section 409A, the cash incentive described in subsection (ii) above will be paid in a lump sum on the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or later of (iiia) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time on which the Company determines that its makes the final payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month participants of the COBRA Payment Period2022 Management Bonus Plan, a fully taxable cash payment equal to but in no event will be paid later than March 15, 2023, or (b) within seven (7) days following the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder effective date of the COBRA Payment PeriodRelease referenced in Section 7 below. Any amounts above will only be paid following the effective date of the Release referenced in Section 6 below. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist.

Consideration. In consideration of Employee’s execution of this AgreementProvided Executive timely signs, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) returns, and does not revoke itthis Agreement, the Company will provide Employee him with the following severance benefits: a Severance Payment. following: (a) The Company will pay Employeeprovide Executive with salary continuation at Executive’s Base Salary (as in effect as of the Resignation Date), as severanceless applicable taxes and withholdings, through and including the Resignation Date, (b) Pursuant to Section 5.2(b) of the Employment Agreement, the equivalent Company will provide Executive with continued payment of Executive’s Base Salary (as in effect as of the Resignation Date), payable in accordance with the Company’s payroll policy and less applicable taxes and withholdings, for a period commencing on the Resignation Date and ending on the twelve (12) month anniversary of the Resignation Date; (c) Pursuant to Section 5.2(c) of the Employment Agreement, the Company will provide Executive with reimbursement of the cost of continuation coverage of group health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a maximum of twelve (12) months of Employee’s base salary as of following the Separation Resignation Date in to the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely extent Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for such COBRA continuation coverage and is eligible and subject to the terms of the Company’s health plan and applicable law; provided, that such reimbursement shall cease to the extent that the Executive is eligible for health benefits from a new employer; (d) The Company will provide Executive with payment of the Annual Bonus (as such term is defined in Section 4.2 of the Employment Agreement) for the Company’s fiscal year ending September 28, 2024 (the “2024 Fiscal Year”), such amount being payable at the same time and on the same terms the Company pays other executive employees who are eligible for such annual bonus payments. (e) Any vested and/or unvested interests, if any, that Executive may have pursuant to the Company’s Equity Plan (as such term is defined in Section 4.5 of the Employment Agreement) shall be treated in accordance with the terms of such Equity Plan. (f) Executive acknowledges and declares that following these payments, he will be fully compensated for all work performed and time he worked while employed by the Company, and that he is not owed any reasoncompensation, including plan termination (such period wages, salary, payments, bonus, remuneration, benefits or income from the Separation Date through Company except as specifically provided in this Agreement. (g) Executive’s entitlement to receive the earlier payments and benefits described herein-above is expressly contingent upon and subject to Executive’s good and faithful compliance with the terms and conditions of (i)-(iii), this Agreement and his post-employment obligations under the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration of Employee’s execution of this AgreementAgreement and the release herein, and provided that Employee signs his compliance with his obligations hereunder and under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itConfidentiality Agreement, the Company will provide Employee with the following: (i) Accrued but unpaid base salary through the Separation Date in the amount of $[138,000], less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following severance benefits: a the Effective Date (as defined below); (ii) Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) equal to 24 months of Employee’s base salary salary, less all applicable lawful and authorized withholdings and deductions (the “Cash Severance”), under the Employment Agreement and the Parties have agreed to engage in good faith negotiations for the Company’s form of payment to be in either cash or stock awards as soon as practicable following the Effective Date (as defined below), but no later than March 15th of the following year; (iii) reimbursement of Employee during the remaining term of employment of the Employment Agreement commencing on the Separation Date in and continuing through and including September 27, 2024 (the gross amount end of $512,500.00, subject the of the premiums associated with Employee’s continuation of health insurance for Employee and Employee’s family pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended (“COBRA”), provided Employee timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy; (iv) for Employee and her covered dependents following Employee’s separation, reimbursement of expenses incurred by the Company shall pay to health insurance provider and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (v) full monthly COBRA premiums necessary to continue Employee’s vesting of any earned, outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as unvested shares of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company’s common stock subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfCompany’s 2022 Long-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Term Incentive Plan. Notwithstanding the foregoing, if at any time in the event the Company determines determines, in its reasonable discretion, that its payment of COBRA premiums on Employeethe Cash Severance would jeopardize the Company’s behalf would result in ability to continue as a violation of applicable lawgoing concern, then in lieu of paying COBRA premiums pursuant to this Sectionaccordance with Treasury Regulation § 1.409A-3(d), the Company shall not pay Employee on the last day of each remaining month of Cash Severance until the COBRA Payment Period, first taxable year in which it is able to make such payment without jeopardizing the Company’s ability to continue as a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodgoing concern.

Consideration. In consideration of Employee’s execution of for the releases and other covenants set forth in this Agreement, Severance Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a. To pay the Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s his base salary through November 7, 2008; b. To pay Employee as of the Separation Date in severance the gross amount of $512,500.00187,500 less applicable withholdings (“Severance Payment”), subject with such amount to standard payroll deductions and withholdings. This amount will be paid in the form of a single lump sum payment no later thirty (November 30) days after , 2008. c. The Employer will continue the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationparticipation in all medical, dental and vision plans in which the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) was enrolled as of the Separation Date. The COBRA Company will continue the coverage benefit will be and pay that portion of the premium paid on a monthly basis until by the earliest of: (i) Company during Employee’s employment for the shorter period of twelve (12) months after the Separation Date; (ii) the date when months, or until such time as Employee becomes eligible for substantially equivalent benefit coverage through another employer or otherwise (“Benefits Expiration Date”). Employee’s aggregate portion of the costs for any such continued benefits through the Benefits Expiration Date shall be deducted in a lump sum from the Severance Payment. Employee is obligated to inform the Company within 10 days of becoming eligible for benefit coverage through another employer or otherwise, with all medical, dental and vision plan coverage ending as of the last day of the month as of which the Employee obtains other benefit coverage. Beginning on the date that the Company no longer provides subsidized benefit coverage pursuant to this section 1(b), the Employee shall be eligible for health insurance coverage in connection with new employment or self-employment; or (iii) pursuant to the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from terms of the Separation Date through the earlier Consolidated Omnibus Budget Reconciliation Act of (i)-(iii), the 1985( “COBRA Payment PeriodCOBRA”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the ; d. Company shall pay Employee his 2008 annual bonus pursuant to Company’s 2008 Short Term Incentive Plan (“Bonus Plan”) attributable to Employee’s employment with the Company for the period from January 1, 2008 through Separation Date. The parties agree and acknowledge that the Employee’s annual bonus target is forty percent (40%) of Employee’s eligible wages from January 1, 2008 through Separation Date. The Employee’s bonus payment will be based on calculations as defined in the Bonus Plan as in effect on the last day of each remaining month Separation Date. The Company shall pay the bonus payment to the Employee at the time in the same form and under the same terms that the Company generally makes payment to the employees of the COBRA Payment PeriodCompany under the Bonus Plan. e. Employee will continue to vest in all options to purchase the Company’s common stock, a fully taxable cash payment equal $0.01 par value per share (the “Options”) made to Employee pursuant to the COBRA premium 2005 Stock Compensation Plan (the “Plan”) through March 31, 2009. The Options shall terminate at 5 p.m. EST on June 30, 2009 (the “Equity Cancellation Date”), except that the Employee remaining an employee of the Company shall not be a condition to the continued effectiveness of such awards under the Plan through the Equity Cancellation Date. Any vested, unexercised, Options awarded to Employee under the Plan and outstanding following the Equity Cancellation Date will no longer be exercisable as of the Equity Cancellation Date and shall be cancelled and of no further force or effect. In addition, Employee will continue to vest in all shares of restricted stock and Restricted Stock Units granted pursuant to the Plan through March 31, 2009; provided, however, that any performance-based shares or units scheduled to vest during this time period will only vest in accordance with the performance based criteria as described under the Plan. All Restricted Stock Units and shares of restricted stock that have not vested as of March 31, 2009 will be cancelled on that date and of no further force or effect. The Employee will be responsible for such month, less applicable any federal, state and local payroll taxes tax due and other withholdings required by law, for owing on the remainder value of the COBRA Payment PeriodRestricted Stock Units and shares of restricted stock as of each vesting date. Employee agrees that, but for his or her execution of this Agreement, he or she would not be entitled to receive the consideration set forth above.

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to mutually terminate the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and the Supplemental Release other duties and obligations of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and does not revoke it, (c) below: (i) Pay severance to Executive in the Company will provide Employee with form of salary continuation for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Seven Thousand Three Hundred Seven and 69/100 dollars ($7,307.69) per bi-weekly pay period for twenty-six (26) pay periods following Executive’s Termination Date, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of Employee(i) Executive’s base salary death or (ii) six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such period. (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive and Executive’s spouse and dependents at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that such continued coverage shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. (iii) Pay an amount equal to Executive’s actual earned full-year bonus for the year that includes the Termination Date, pro rated based on the number of days Executive was employed for such year on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Payment of a pro rated portion of Executive’s target bonus hereunder is dependent upon the Company’s achievement of a certain level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and Executive’s performance with respect to certain individual performance objectives for 2009 established by the Compensation Committee. Payment of a pro rated portion of Executive’s maximum bonus hereunder is dependent upon the Company’s achievement of a certain higher (than target) level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and Executive’s performance with respect to certain individual performance objectives for 2009 established by the Compensation Committee. (iv) Vest in full, effective as of the Separation date upon which the revocation period for the release described in Section 4(b) below expires without Executive having elected to revoke the release, Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the termination of the Executive’s employment). (v) Payment of one year of outplacement services from Executrak or an outplacement service provider of Executive’s choice, limited to $20,000 in total. This outplacement services benefit will be forfeited if Executive does not begin using such services within 60 days after the Termination Date. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless: (i) Executive has signed and delivered to Company a Release in the gross amount form attached hereto as Exhibit A (the “Release”); and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of $512,500.00the Release. Any payments to be made, subject or benefits to standard payroll deductions be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and withholdings. This amount will be paid the vesting of outstanding unvested options, restricted stock and other equity-based awards as set forth in a single lump sum no later Section 4(a)(iv) above) within the thirty (30) days after the Supplemental Release Effective Termination Date shall be accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the Consolidated Omnibus Budget Reconciliation Action laws of 1985any jurisdiction and/or the Employment Agreement, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationExecutive agrees not to pursue or claim any such payments, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment benefits or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrights.