Common use of Consideration Clause in Contracts

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Final Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(il(a)(i) through 1(a)(vil(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this 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. However, EXECUTIVE shall not be entitled to nor shall he receive any Management 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE shall not be entitled all PTO accrued but unused through the Separation Date according to nor shall he receive any Retention Bonus under State requirements, with all PTO to cease to accrue as of the Employment AgreementSeparation Date; (iii) The COMPANY shall pay the EXECUTIVE shall not a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be entitled to nor shall he receive any company car under paid on the Employment Agreement;first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; and,; (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28September 15, 2017 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. b. After On the effective date 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, EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four six (246) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles Sections 7, 8, 10, and 9 22 of the 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 PeriodEffective 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, 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his dutiesduties as requested by the COMPANY. f. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Final Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(iI (a)(i) through 1(a)(vi1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this 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. However, EXECUTIVE shall not be entitled to nor shall he she receive any Management Bonus under the Employment Agreement;2016 Retention Bonus, (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE shall not be entitled all PTO accrued but unused through the Separation Date according to nor shall he receive any Retention Bonus under State requirements, with all PTO to cease to accrue as of the Employment AgreementSeparation Date; (iii) EXECUTIVE shall not be entitled to nor shall he she receive any company car 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he she receive any equity grants 2016 Executive Management Bonus under Section 4(b) of 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 28October 15, 2017 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. (vi) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. After On the effective date 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, EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four six (246) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles Sections 7, 8, 10, and 9 22 of the 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 PeriodEffective 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, 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. d. EXECUTIVE acknowledges and agrees that he she shall not be entitled any severance or other payments payment provided under this Agreement if he she fails to return all assets and equipment provided to him for the performance of his dutiesher duties as requested by the COMPANY. f. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executiveconsideration of Employee’s 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 execution of this Agreement, which is and provided that Employee signs the eighth Supplemental Release of Claims attached hereto as Exhibit B on or within five (8) day after 5) days of the EXECUTIVE signs this Agreement Separation Date (the “Effective DateSupplemental Release”)) and does not revoke it, the COMPANY agrees to Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay EXECUTIVEEmployee, as set forth hereinseverance, cash severance benefitsthe 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 all applicable federal, state and local income and standard payroll taxes, deductions and withholdings, totaling twenty-four . This amount will be paid in a single lump sum no later thirty (2430) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of days after the Employment AgreementSupplemental Release Effective Date, as well as other provisions defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 19861985, as amended (“COBRA”) after the Separation Date for Employee and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by lawher covered dependents following Employee’s separation, the COMPANY agrees Company shall pay to pay up to 100% of health insurance provider the full monthly COBRA premiums necessary to continue medical, dental, Employee’s and vision Employee’s covered dependents’ health insurance coverage under the COMPANY’s group health insurance plan that is in effect for EXECUTIVE Employee (and his “qualified beneficiaries” (her covered dependents) as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 The COBRA coverage shall count againstbenefit 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, and reduce, the otherwise applicable including plan termination (such 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 and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on from the Separation Date may be exercised until through 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 optionsi)-(iii), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option“COBRA Payment Period”). The COMPANY and EXECUTIVE agree to executive such other documents in connection with Notwithstanding the foregoing, including an amendment 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 Stock Option Award Agreementsfederal, as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges state and agrees that he shall not be entitled any severance or local payroll taxes and other payments provided under this Agreement if he fails to return all assets and equipment provided to him withholdings required by law, for the performance remainder of his dutiesthe COBRA Payment Period. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation Subject to this TAR becoming effective and Final Bonus pursuant to not revoked and Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall Company will pay Executive the consideration and benefits to be paid or provided by to Executive under Section 7(a) of the COMPANY to EXECUTIVE: Employment Agreement including, (i) EXECUTIVE shall not continued payment of Executive’s base salary (subject to applicable tax withholdings) for twelve (12) months, such amounts to be entitled to nor shall he receive any Management Bonus under paid in the Employment Agreement; first payroll run following the Effective Date; (ii) EXECUTIVE shall not the payment in an amount equal to the greater of 100% of Executive’s Target Annual Incentive for 2018 or the actual earned annual incentive for 2018 (subject to applicable tax withholdings), such amounts to be entitled paid to nor shall he receive any Retention Bonus under Executive as soon as reasonably practicable following the Employment Agreement; date on which such annual cash incentives are earned, but in no event will be paid later than March 15, 2019, and (iii) EXECUTIVE shall not be entitled to nor shall he receive reimbursement for premiums paid for continued health benefits for Executive (and any company car eligible dependents) under the Employment Agreement; Company’s health plans until the earlier of (ivA) EXECUTIVE shall not be entitled twelve (12) months, payable when such premiums are due (provided Executive validly elects to nor shall he receive any equity grants continue coverage under the Employment Agreement; Consolidated Omnibus Budget Reconciliation Act (v“COBRA”)), or (B) EXECUTIVE shall the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Subject to this TAR becoming effective and not be entitled to nor shall he receive any real estate keep whole benefit under revoked, Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement; and, , and Executive cooperating and assisting with the transition of his duties to other members of Company management, Executive’s existing Restricted Stock Units (vi“RSUs”) 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 will continue to substantiation prior to such date by the EXECUTIVE vest in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreementexisting vesting schedules through June 30, 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 EXECUTIVE complies with Articles 7, 82019, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANYExecutive’s next regular payroll period after the Notice Period, and shall existing stock options will 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) vest in accordance with COBRA and the terms existing vesting schedules through March 31, 2019. As of the COMPANY’s group health insurance planEffective Date all other unvested RSUs, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 shall count againststock options, and reduce, the otherwise applicable period during which the EXECUTIVE equity awards are forfeited and his “qualified beneficiaries” (as defined by COBRA) would cancelled. Executive will be entitled to receive COBRA coverage exercise any outstanding vested stock options until the first to occur of: (i) the date 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 and twelve (12) months 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 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 applicable scheduled expiration date of such award (10thin 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 of grant grant. For purposes of clarity, the term “expiration date” shall be the scheduled expiration of the respective stock option. The COMPANY option agreement and EXECUTIVE agree to executive such other documents in connection with not 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. e. EXECUTIVE acknowledges and agrees period that he Executive shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his dutiesexercise such option. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee (i) signing this Agreement during the period beginning on the Separation Date and ending on the date which is 21 days following the Separation Date (it being understood that this Agreement shall expire if not executed on or prior to the 21st day following the Separation Date), and (ii) complying with the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation herein and Final Bonus not revoking execution pursuant to the Employment AgreementSection 3 below, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEEmployer agrees: (ia) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under pay to Employee a salary continuation benefit in an amount equivalent to fifty-two (52) weeks of Employee’s final salary, less applicable deductions, in equal installments on Employer’s regular pay days commencing on the Employment Agreement;first pay day following the expiration of the revocation period specified in Section 3 below, and (iib) EXECUTIVE shall not be entitled if Employee is currently enrolled in Employer’s medical and dental plans and elects 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 continue coverage thereunder in accordance with the COMPANY’s expense reimbursement policies. b. After continuation of benefits requirements of COBRA, Employee's contribution amount therefor for the effective date equivalent number of this Agreement, weeks during which Employee is receiving salary continuation benefits hereunder will be the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)normal employee contribution rate. Thereafter, 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 EXECUTIVE complies with Articles 7, 8, and 9 of Employee's contribution amount will be the Employment Agreement, as well as other provisions of the Employment Agreement which survive terminationfull COBRA rate. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, and Employee shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement, only notify Employer if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided Employee becomes eligible for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s another group health insurance plan, as it may be amended from time whereupon Employer's obligation to time (the “Health Benefits”) pay for a period portion of up such coverage shall cease. Employee agrees to eighteen return all Company property (18for example, laptop, peripherals, cellular phone/PDA, credit cards, etc.) months or such shorter period allowed by COBRA from to Human Resources no later than the Separation Date. EXECUTIVE In addition, by such date, Employee shall have returned all documents, computer files and/or other materials containing any Employer confidential information in Employee’s possession or control. Employee understands and agrees that payments made pursuant to Employee would not receive the monies and/or benefits specified herein in the absence of Employee’s execution of this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE Agreement and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 Employee’s fulfillment of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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 provisionspromises contained herein. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As consideration for the promises made hereincovenants set forth in Section 3, and subject to your execution and non-revocation of a Release (as defined in Section 6(b)) within the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment time limits set forth in this Agreement, the following items described Company agrees as follows: (a) In connection with the termination of your employment with the Company (irrespective of the reason for, or manner of, such termination), unless your employment is terminated due to your death or Disability, the Company, subject to the Company’s waiver right set forth in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVESection 7, shall: (i) EXECUTIVE 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”), 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 Company shall not be entitled to nor shall he receive any Management Bonus under pay you during each year of the Employment Agreementtwo-year period in which the covenants set forth in Section 3 are in effect, an amount equal 1.5 times your Base Salary; (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 the Company’s ability to such date by do the EXECUTIVE same in accordance with the COMPANY’s expense reimbursement policies. b. After terms of 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 EXECUTIVEapplicable program documents and applicable law, as set forth hereindetermined by the Company in good faith, cash severance benefits, subject to all applicable federal, state continue your eligibility and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 participation in the Employment Agreement, only following benefit programs: (A) if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy you choose to enroll in continued medical and/or dental plan coverage for which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior you are eligible pursuant to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after and you actually enroll within the Separation Date and will receive applicable statutory period, the Company shall pay a notification portion of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, the premiums for such coverage in an amount equal to the extent permitted by law, the COMPANY agrees to pay up to 100% amount of the COBRA premiums it paid on your behalf for coverage in such plans immediately prior to continue medical, dental, and vision insurance coverage under your termination of employment (which payments shall be includible in your taxable income) until the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” earliest to occur of (as defined by COBRAx) in accordance with COBRA and the terms date of termination of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 COMPANYtwo-paid COBRA coverage shall count against, and reduce, the otherwise applicable year period during which the EXECUTIVE covenants set forth in Section 3 are in effect, (y) the date on which COBRA benefits cease to be available to you under applicable law or (z) the date on which you enroll in another medical plan (and his 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 ceases under applicable law, you may continue to participate in such coverage thereafter at your expense to the 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 the premiums (on a semi-annual basis) for the Company-provided life insurance you elect to “qualified beneficiariesport” following your termination of employment (as defined 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 COBRA) would be entitled to receive COBRA coverage that is not so paid you for Good Reason or by the COMPANY. d. Notwithstanding any contrary provisions Company without Cause, the Company shall pay you on account of each annual bonus period ending during the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant two-year period in which the Employment Agreementcovenants set forth in Section 3 are in effect, on and following the Effective Datein accordance with Section 6, if applicable, any outstanding stock options with respect an annual bonus amount equal to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier lesser of (i) the expiration date of “target” amount that you would have been eligible to receive under the original Company’s annual bonus plan for corporate non-commissioned employees (the “Option PeriodAnnual 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 defined under such Stock Option Award Agreements (or such comparable defined term relating opposed to the period of exercisability of the stock optionsmaximum level), or (ii) if the tenth 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 (10thii) anniversary 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 of grant on which the bonus payments are actually paid out shall not apply for the purposes of the respective entitlement under this Section 5. (c) PAETEC Holding shall provide in each agreement evidencing awards of stock option. The COMPANY and EXECUTIVE agree options, stock appreciation rights, restricted stock, stock units or other equity-based awards granted to executive such other documents in connection you on or after the date of this Agreement (collectively, the “Applicable Awards”) that: (i) if your employment with the foregoingCompany is terminated by you for Good Reason or by the Company without Cause, including an amendment 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 employment with the Company for purposes of determining the expiration date of your Applicable Awards); and (A) immediately prior to the applicable Stock Option Award Agreementsconsummation of a Change of Control Transaction, as all restricted stock, stock units and similar awards that are Applicable Awards held by you shall vest and the COMPANY may determine should shares of stock subject thereto shall be executed delivered to effectuate you, and (B) 15 days prior to the foregoing provisionsscheduled 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under (d) Notwithstanding anything in this Agreement if he fails to return the contrary, the following benefits shall cease as of the Termination Date: (i) your contributions and contributions on your behalf to the Company-sponsored Code Section 401(k) plan, and 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 assets and equipment provided to him for the performance of his dutiesother benefit programs. f. EXECUTIVE acknowledges that (e) Nothing in this Section 5 or otherwise in this Agreement shall be construed to impose an obligation on the foregoing is adequate consideration for this AgreementCompany to continue your employment or retain you in any capacity after the Termination Date.

Consideration. In exchange As a material inducement to and in consideration for Employee entering into this Release, and subject to the promises made hereinterms and conditions of this Release, the Parties agree thatSeverance Plan and the Participation Agreement, the Company agrees as follows: a. As a substitute for Executive’s final Base Compensation and Final Bonus pursuant to the Employment cash severance benefit set forth in Section 2(a)(1) of the Participation Agreement, Employee shall continue to receive her current base salary for a period of 18 months, commencing on the first payroll period 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 AgreementRelease, which subject to the terms and provisions (including the form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. b. Provided Employee is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)eligible for, and timely elects, COBRA continuation coverage, the COMPANY agrees to Company will pay EXECUTIVE, the full amount of COBRA premiums as set forth herein, cash severance benefitsin Section 2(a)(3) of the Participation Agreement for a period of up to 15 total months, subject to all applicable federalthe terms of the Participation Agreement and the Plan. c. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled “Shares Accelerated Pursuant to Severance Plan & Participation Agreement”, state pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date and local income taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee’s stock 198183625 v3 options and payroll taxes, deductions and withholdings, totaling twenty-four (24) months equity awards to the extent shown on Exhibit A under the column entitled “Total Vested Shares as of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8Separation Date”, and 9 of 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 terminate pursuant to their terms. Notwithstanding the Employment Agreementforegoing, 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, effective immediately prior to the filing 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 any such planoptions, make all payments due is three months following the Separation Date) shall be extended to EXECUTIVE hereunder May 5, 2020, subject to earlier termination in the event of a lump sum. The severance payments provided for change in this paragraph are control or corporate transaction as set forth in addition to and not part the terms of the Notice Period Payment. c. EXECUTIVE may have equity incentive plan under which the right equity awards were granted. Employee understands and agrees that, with respect to continue certain benefits pursuant any of Employee’s options that qualify as of immediately prior to the Separation Date as “incentive stock options” under Section 4980B 422 of the Internal Revenue Code of 1986, as amended (“COBRAISOs”), the amendment of Employee’s stock options to extend the post-termination exercise period will immediately disqualify the “ISO” status of such ISOs that are “in the money” (i.e., have an exercise price per share less than the value of the Company’s common stock) after and, with respect to any such ISOs that are not in the Separation Date money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the amendment of her ISOs to extend the post-termination exercise period and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, accelerate the ISOs to the extent permitted by law, the COMPANY agrees described in Exhibit A and Employee expressly acknowledges that Employee has consulted with her tax advisors regarding these tax implications or has knowingly and voluntarily declined to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Datedo so. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income Except to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduceprovided in this Section 2(c), the otherwise applicable period during Employee’s stock options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under 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 COMPANYthey were granted. d. 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, 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 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. e. EXECUTIVE Employee acknowledges and agrees that he shall she is not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him eligible for the performance severance benefits described in this Section 2 in the absence of his dutiesher execution and non-revocation of this Release. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee executing this Separation Agreement and complying with its terms and conditions beginning on the promises made hereindate Employee was provided with this Separation Agreement, the Parties agree thatand provided Employee is not terminated for Cause, then: a. As for Executive’s 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 Employee will be paid or his annual base salary in effect as of the date Employee was provided by with this Separation Agreement through 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 AgreementSeparation Date; and, b. Provided further that Employee signs the Release Agreement in the form attached as Exhibit A containing a general release of claims co-extensive and substantially similar with the release set forth in Paragraph 3 below to include a release of all claims through the Separation Date (vithe “Release Agreement”) The COMPANY shall reimburse EXECUTIVEon or within three (3) days of, no later than February 28, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by before, the Separation Date, subject to substantiation prior to such date by and does not thereafter revoke acceptance of the EXECUTIVE in accordance same, then Employer will provide Employee with the COMPANY’s expense reimbursement policies.following consideration: b. After i. Employer will pay to Employee Severance Payments in equal installments over a period of 9 months following the effective date of this Agreement, which is the eighth Payment Commencement Date in an amount equal to: (8) day after the EXECUTIVE signs this Agreement A) nine (“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 (249) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 Employee’s annual base salary then in effect as of the Employment date Employee was provided with this Separation Agreement, as well as other provisions plus (B) an amount equal to a pro-rated portion of the Employment Agreement which survive termination. Payments are to begin on the COMPANYEmployee’s next regular payroll period after the Notice Period, and shall continue to be paid on the COMPANYannual short-term incentive compensation at Employee’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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended target level (“COBRATarget Bonus”) after for the Separation Date year of 2024, without regard to whether the performance goals with respect to such Target Bonus have been established or met, less standard employment-related withholdings and will receive a notification of COBRA rights under separate coverdeductions; and ii. Provided EXECUTIVE validly Employee is eligible for and timely elects COBRA group health care insurance continuation coverage, to Employer shall reimburse Employee for the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums monthly premium to continue medical, dental, and vision insurance such coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 earlier of of: (i) the expiration date last calendar day of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to 9th month anniversary following the period month in which the termination of exercisability of the stock options), Employee’s employment occurred; or (ii) the tenth (10th) anniversary end of the date of grant of the respective stock optioncalendar month in which Employee becomes eligible to receive group health plan coverage under another employee benefit plan. The COMPANY and EXECUTIVE agree to executive After such other documents in connection with the foregoingtime, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should Employee will be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him solely responsible for the performance full cost of his dutiesEmployee’s COBRA Premiums. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinProvided that Executive signs this Agreement and does not revoke it, the Parties agree thatCompany agrees to provide certain payments and benefits to Executive pursuant to the terms and conditions set forth below: a. As for Executive’s final Base Compensation and Final Bonus pursuant to Executive shall receive the Employment Agreement, the following items described compensation and/or benefits specified in clauses 1(a)(iSection 5(b)(ii) 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement. For purpose of ease of reference only, Section 5(b)(ii) provides: If such termination occurs after the first six (6) months following the Commencement Date, but before the first anniversary of the Commencement Date, the Company shall pay or provide Executive (a) one hundred percent (100%) of her current total Annual Base Salary as well specified in Section 4(a) (subject to such withholdings as other provisions required by law) in periodic payments (consistent with the payroll periods then in effect) for twelve (12) months following the Termination Date, beginning on the first payroll date following the Termination Date, (B) the Continuation Period Benefits, (C) the Pro-Rata LTIP, provided that with respect to the LTIP relating to the performance period beginning in 2016, Executive shall be credited with two additional years of service credit for purposes of determining the amount of Pro-Rata LTIP Executive is entitled to received, (D) the Pro-Rata Annual Bonus for the year in which the Termination Date occurs and (E) Executive shall become vested in a pro-rata portion of the first installment of the Initial Grant Option based on the number of days elapsed between the Commencement Date and the Termination Date. b. Executive shall receive the Accrued Benefits and on the payment schedule specified in Section 2 of the Employment Agreement which survive termination. Payments are Agreement. c. If currently enrolled, Executive shall continue to begin on the COMPANY’s next regular payroll period after the Notice Periodreceive life, accident, disability, and long-term care insurance coverage through the Termination Date, and medical, dental, vision and flex spending account benefits through the last day of the month of the date of termination of Executive’s employment. Thereafter, Executive will be eligible for continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). This coverage can be continued for up to a maximum of eighteen (18) months, following Executive’s termination date, at 102% of the full group premiums, payable by Executive. In addition, Executive shall have the opportunity to continue Executive’s life insurance coverage by paying the full premiums for such coverage. d. Executive shall remain entitled to indemnification and directors and officers insurance coverage per Section 4(h) of the Employment Agreement. e. Executive acknowledges that some or all of the consideration paid pursuant to this Agreement is more than Executive would otherwise be legally entitled to receive and that such consideration is adequate consideration for the agreements and covenants contained herein. f. The payments to be provided to Executive shall begin to be paid on the COMPANY’s regular first payroll periods during date following the severance period and as specified in Resignation Date. In the Employment event Executive does not sign this Agreement or revokes this 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and Executive will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 repay amounts paid by the COMPANYCompany prior thereto. d. 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, 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this General Release and Separation Agreement and complying with the promises made hereinin 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 following severance benefits (collectively, the Parties agree that:“Severance Benefits”): a. As for Executive’s final Base Compensation Employer shall pay Employee severance pay in the amount of $131,968.63, less applicable withholdings and Final Bonus pursuant to deductions (the Employment Agreement“Severance Pay”), the following items described in clauses 1(a)(i) through 1(a)(vi) which shall be paid in substantially equal installments on a semi-monthly basis, beginning on the first payroll date following the expiration of the Rescission Period and ending on December 31, 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 continuation coverage under COBRA. c. Employer shall accelerate the vesting of options to purchase 30,011 shares of common stock of the Company and 22,499 restricted stock units (the “Accelerated Equity Awards”), such that they will be fully vested and exercisable (if options) or issued (if restricted stock units) as of the 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 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 by that Employee cancels all non-essential utilities and vacates 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, property no later than February 28October 31, 2017 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 December 31, 2020, provided that Employee has provided to Employer an executed release of claims for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by period August 11, 2020 through December 31, 2020 in the Separation Date, subject to substantiation prior to such date by the EXECUTIVE form of Exhibit B and submitted copies of receipts in accordance with the COMPANYEmployer’s expense reimbursement policiespolicy. 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made hereinsigning this Agreement and General Release, the Parties agree thatexpiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of the Reaffirmation Provision attached hereto as Exhibit A on May 14, 2011, and Employee’s compliance with the terms of this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. As 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 Executive’s final Base Compensation and Final Bonus pursuant 12 months (the “Salary Continuation Period”) to commence after May 13, 2011. This consideration is subject to the Employment Agreementlimitations stated in Section (C)(4) and Section (D) of the Severance Policy for Senior Officers of Gerber Scientific, Inc., which is incorporated by reference and attached as Exhibit B; b. to pay to Employee one year of his annual base salary, $255,000 (two hundred fifty five thousand dollars); c. to pay to Employee a pro rata portion of Employee’s annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the following items described in clauses 1(a)(i) through 1(a)(vi) shall pro rata portion may be paid or provided by the COMPANY to EXECUTIVE: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus a percentage of 0 depending on whether a bonus is earned under the Employment AgreementPlan. 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 July; (ii) EXECUTIVE shall not be entitled d. if Employee properly and timely elects to nor shall he receive any Retention Bonus continue medical and dental coverage 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 EXECUTIVEGerber Scientific, 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 Inc. Employee Health & Dental Plan in accordance with the COMPANYcontinuation requirements of COBRA, Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’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”)cost but subject to any applicable employee contributions, the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state health (medical and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24dental) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan provided to Employee immediately prior to the Termination Date. During this period, Employee will be responsible for EXECUTIVE and paying Employee’s share of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his “qualified beneficiaries” (as defined by COBRA) in accordance employment with Gerber. Thereafter, Employee shall be entitled to elect to continue such COBRA and coverage for the terms remainder of the COMPANYCOBRA period, at Employee’s group health insurance planown expense; x. Xxxxxx shall, as it may be amended from time to time (the “Health Benefits”) for a period of up thirty (30) days following the commencement of the Salary Continuation Period, continue to eighteen (18) months or such shorter period allowed by COBRA from provide Employee with the Separation Date. EXECUTIVE understands and agrees that payments made pursuant same life insurance benefits provided to this Paragraph shall be included in his taxable income Employee immediately prior to the extent required by applicable law. EXECUTIVE and Termination Date, provided that such benefits shall cease at the COMPANY agree that end of such thirty day period; and x. Xxxxxx agrees to accelerate the foregoing period vesting of COMPANY-paid COBRA coverage 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 Employee’s 7,500 unvested stock options and 21,230 unvested restricted shares which were granted to EXECUTIVE pursuant under the Employment Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Gerber Scientific Inc. 2006 Omnibus Incentive Plan and

Consideration. (a) In exchange consideration for the promises made herein, release of claims set forth below and other obligations under the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described Company agrees to pay Employee two hundred fifty thousand dollars ($250,000), 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 July 26, 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 clauses 1(a)(i) through 1(a)(vi) shall full or partial, has accrued. The Severance Payment will 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 out in accordance two equal installments with the COMPANY’s expense reimbursement policies. b. After first half paid with the effective 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, which is the eighth Company shall be entitled to repayment of the Severance Payment described in Section 2(a) of this Agreement. (8) day after b) Employee shall receive an amount of $38,460.80 for accrued 320 hours of paid time off, payable with the EXECUTIVE signs next regular payroll following the Termination Date. (c) Employee shall continue the Company’s health, dental and vision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement Agreement. After December 31, 2018, Employee will be entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Effective DateCOBRA”), if Employee so timely elects and makes the COMPANY agrees necessary payments, to the 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 EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll such taxes, deductions and withholdings, totaling twenty-four any such amounts due will be deducted from the Severance Payment. (24e) months of Base Salary ($795,000.00) provided EXECUTIVE complies In accord with Articles 7, 8, and 9 Section 4.2 of the Employment Agreement, as well as other provisions of business expenses incurred by Employee through the Employment Agreement which survive termination. Payments are Termination Date will be reimbursed consistent with Company policy. (f) Employee agrees to begin on buy out the COMPANYCompany’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 interest in the Employment AgreementCompany car and he agrees to remove the Company from the title at his expense by December 21, 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 “Pre-Pack”)2018. If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior Employee fails to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and perform his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made obligation pursuant to this Paragraph Section 2(f), the Company shall be included in his taxable income to the extent required by applicable law. EXECUTIVE deduct all expenses and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 amount of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant Company interest in the Employment Agreement, on and following Company car from 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 earlier of (i) the expiration date second installment 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 provisionsSeverance Payment. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made hereinprovisions set forth in this Agreement, once this Agreement has become legally effective by reason of the Parties agree that: a. As for Executive’s final Base Compensation expiration of the revocation period set forth in paragraph 16 below, and Final Bonus pursuant to provided further that Debney complies with his continuing obligations under this Agreement and the Employment Agreement, the following items described in clauses 1(a)(iCompany will pay Debney severance pay and other benefits (hereinafter referred to as “Separation Obligations”) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEas follows: (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, (via) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 2017 Company will pay Debney the amount of $83,333 per month for a period of twelve (12) months after the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation DateTermination Date as severance pay, subject to substantiation prior to such date by the EXECUTIVE legally required deductions for wages in accordance with the COMPANYCompany’s expense normal payroll practice; (b) The Company will provide reimbursement policies. b. After for Debney’s cost to maintain coverage under the effective date Company’s group medical plans pursuant to COBRA for a period of this Agreement, which is the eighth twelve (8) day 12) months after the EXECUTIVE signs this Agreement Termination Date, after which Debney will be fully responsible for any remaining COBRA payments (“Effective c) The Company will continue the payment of premiums required to maintain Debney’s Company-provided life insurance as of the Termination Date in the amount of $5.0 million from the Company for a period of twelve (12) months after the Termination Date”), or in the COMPANY agrees alternative if such life insurance cannot be maintained to pay EXECUTIVE, reimburse Debney for the amount of premiums that would otherwise be payable to the insurer so that Debney can either convert the coverage to an individual policy or buy other insurance. Debney shall be solely responsible for obtaining coverage and shall assume all obligation for premium payments except as set forth herein. The Company agrees to cooperate with Debney’s efforts to convert or buy other insurance should Debney decide to do so. (d) The Company will make a lump sum payment of Five Thousand Dollars ($5000) to reimburse Debney for the costs of moving expenses to move his personal property out of the Company’s offices. (e) The Company will extend the exercise date for Debney’s exercise of his options to purchase 160,667 shares of the Company’s Common Stock at the price of $8.89 per share under the Company’s 2013 Incentive Stock Plan (which would otherwise expire 30 days after the Termination Date) to the earlier of July 31, cash severance benefits, 2020 or the day prior to the Effective Date of the Company’s planned separation of its outdoor products and accessories business from the Company’s firearm business (hereinafter referred to as the “Spin-Off”). (f) The Company will vest Debney as of the Termination Date in 44,731 of his currently unvested RSU’s subject to the same delivery procedures applicable to Debney’s currently vested RSUs except there will be no one-year hold requirement, provided that all applicable federalother unvested RSUs shall be terminated and of no effect. All vested RSUs that remain undelivered will be delivered in accordance with the usual delivery procedures. Debney agrees that the Separation Obligations that are not available to employees who resign their positions, state together with the Company’s other promises and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him sufficient for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for release, obligations and covenants contained in this Agreement.

Consideration. In exchange consideration for Employee signing this Agreement and General Release, and complying with its terms, Momenta agrees to provide the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation following separation benefits in accordance with and Final Bonus pursuant to the Executive Employment Agreement between Employee and the Company dated as of June 18, 2008 (as amended, the “Employment Agreement”): (a) Four hundred fifty thousand six hundred twenty six dollars ($450,626), representing an amount equal to twelve (12) months of Employee’s gross base salary as of the following items described in clauses 1(a)(i) through 1(a)(vi) shall date of termination, less lawful deductions, to 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 equal ratable installments in accordance with the COMPANYCompany’s expense reimbursement policies. b. After regular payroll practices over the effective twelve (12) month period beginning on the next payroll date of this Agreement, which is following the eighth (8) 60th day after the EXECUTIVE signs this Agreement 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 on the next payroll date following the 60th day after the date of termination; (c) if Employee is eligible for and timely elects to continue his medical, dental and/or vision health insurance coverage pursuant to COBRA, the Company shall continue to 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 coverage through a new employer (the “Effective DateContribution Period”), toward the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state cost of Employee’s COBRA premiums the same amount that it pays on behalf of active and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months similarly situated employees receiving the same type of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8coverage. The remaining balance of any premium costs, and 9 of the 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 all premium costs after the Notice 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 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 through another employer; (d) the Company 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior provide benefits to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) Employee in accordance with COBRA and the terms any applicable life insurance, accident and/or disability plans under which he was eligible as of the COMPANY’s group health insurance plan, date of termination consistent with such benefits as it may be amended from time provided to time (the “Health Benefits”) for a period of up to eighteen (18) months or active and similarly situated employees covered by such shorter period allowed by COBRA from the Separation Date. 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 shall count againstplans, 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 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 earlier of (i) twelve (12) months following 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), termination or (ii) the tenth date on which Employee becomes eligible to receive substantially comparable coverage through a new employer (10ththe “Extended Benefits Period”); provided, however, that if such plans do not permit continued coverage of Employee following the date of termination, the Company shall 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) anniversary Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of grant 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 respective applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the earlier of three months after the Extended Vesting Date and the original expiration date of the Outstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a 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 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 option. The COMPANY awards and EXECUTIVE agree to executive such other documents 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 foregoingperiod of twelve (12) months from the date of termination; provided that, including an amendment if any such awards 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 applicable 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 Option Award AgreementsAward, as Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the COMPANY may determine should be executed Company following the date of termination and Employee shall have no further rights with respect to effectuate any Outstanding Restricted Stock Awards that remain unvested after taking into account the foregoing provisionsvesting provisions set forth in this Section 2(e). e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(iConsistent with Section 5(b) 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, in consideration for Executive signing and not revoking this Agreement and complying with its terms, Company agrees to provide Executive with the following: (a) an amount equal to 100% of Executive’s base salary in effect as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period Separation Date, less applicable withholdings and deductions, payable in twelve equal monthly installments, Salary continuation payments shall commence within 60 days after the Notice PeriodSeparation Date and, and shall continue to be paid on once commenced, will include any unpaid amounts accrued from 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period PaymentSeparation Date. c. EXECUTIVE may have (b) any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after ), for the one-year period following the Separation Date and will receive or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a notification subsequent employer. Notwithstanding the foregoing, if Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA rights under separate cover. Provided EXECUTIVE validly and timely 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 the 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, to (ii) shall commence on the extent permitted by 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 determination of violation of applicable law, and (iii) shall end on the COMPANY agrees to pay up to 100% earliest of (x) the effective date on which Executive becomes covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the last day of 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 premiums premium amounts are paid on an after-tax basis. (c) no later than 75 days after the end of the 2023 fiscal year, a single lump-sum amount equal to continue medical, dental, and vision insurance coverage under the COMPANYExecutive’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” Earned Bonus (as defined in the Employment Agreement) for such fiscal year, less applicable withholdings and deductions. To be eligible for the 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 COBRA) in accordance with COBRA and Company. Any equity award previously granted to Executive shall be governed by the terms of the COMPANY’s group health insurance planequity incentive plan under which the grant was made. Executive understands, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands acknowledges, and agrees that payments made pursuant the consideration set forth in this Section 2 fully satisfies Company’s obligations to this Paragraph shall be included in his taxable income to Executive under the extent required by applicable lawEmployment Agreement or otherwise upon separation from employment. EXECUTIVE and the COMPANY agree Executive further acknowledges that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be Executive is not entitled to receive COBRA coverage that is any additional payment or consideration 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 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 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 specifically referenced 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Conditioned upon Employee's signing of this Agreement and Employee's return of the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant Agreement to the Employment 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 following items described Company shall: (a) pay Employee a separation payment in clauses 1(a)(ian amount equal to her base salary for a period of six months, which is equal to $177,275 (gross) through 1(a)(vi) in total, less ordinary tax withholding and all required deductions, which amount shall be paid or provided by in twelve equal installments on each of the COMPANY twelve next regularly scheduled payroll dates commencing on the next regularly scheduled payroll date following Employee's proper execution and return of this Agreement to EXECUTIVE:the Company and Employee's properly executing and returning Exhibit B to the Company; and (ib) 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA Employee's premiums to continue for medical, dentalvision and dental coverage for the time period of August 1, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan2015 through January 31, as it may be amended from time to time 2016 (the “Health Benefits”"Coverage Period"), if Employee timely elects Illinois Continuation Law ("ICL") for a period of up to eighteen (18) months or such shorter period allowed by COBRA from coverage following the Separation Date. EXECUTIVE understands and agrees that payments made pursuant If Employee desires to this Paragraph shall continue ICL coverage after the Coverage Period ends, Employee will be included in his taxable income solely responsible for timely paying the entire portion of Employee's ICL premiums to the extent required by applicable lawCompany on or before the first day of each month of coverage. EXECUTIVE and If Employee becomes covered under another group medical, vision and/or dental insurance policy during the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduceCoverage 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 applicable period during which had to pay, but for Employee's failure to timely notify the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would Company. If Employee elects not to utilize any portion of this ICL premium payment option, Employee will not be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions value of the applicable Stock Option Award Agreements governing stock options granted ICL premium payments not utilized by Employee. The Company will timely provide Employee with the necessary forms to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Datemake an ICL continuation election, 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 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 optionEmployee so desires. The COMPANY and EXECUTIVE agree to executive such other documents consideration specified 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. e. EXECUTIVE acknowledges and agrees that he this paragraph 2 shall not be entitled any severance deemed "compensation" for purposes of the Company's qualified profit sharing and retirement plan or other payments provided 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 this paragraph 2 is not consideration to which Employee is otherwise entitled, and constitutes additional consideration for Employee's obligations under this Agreement if he fails Agreement, including release and waiver of potential claims identified in paragraph 8 below, including without limitation a potential claim for age discrimination under the Age Discrimination in Employment Act, and the Employee's agreement to return all assets paragraphs 12, 13, and equipment provided to him for the performance 14 of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for 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 promises made hereinCompany or its affiliates. Accordingly, the Parties agree that: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 (y) Employee will not receive any such payments and benefits. a. As The Company agrees to pay Employee a lump sum cash amount equivalent to nine (9) months of Employee’s base salary for Executive’s final Base Compensation a total of One Hundred Ninety Five Thousand Dollars and Final Bonus Zero Cents ($195,000.00) less applicable withholdings within ten (10) business days after the Effective Date of this Agreement. b. Provided that Employee elects continuation coverage 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 Consolidated Omnibus Budget Reconciliation Act 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 19861985, as amended (“COBRA”), for Employee and Employee’s eligible dependents (if any) after within the time period prescribed pursuant to COBRA, the Company will pay 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 (medical, dental and vision) plans as of immediately prior to the 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 and 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 receive a notification accelerate vesting effective as of COBRA rights under separate coverthe Effective Date. Provided EXECUTIVE validly and timely elects COBRA continuation coverageFor the avoidance of doubt, notwithstanding any contrary provision set forth in the RSU Agreement, to the extent permitted by law, necessary to enable the COMPANY agrees Accelerating Units to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) accelerate vesting in accordance with COBRA this Section 1.c., the Accelerating Units will remain outstanding, and will neither be forfeited nor return to the Plan, until the sixty-first (61st) day following the Separation Date. Except as set forth in this Section 1.c., the RSUs will remain subject to all of the terms and conditions of the Plan and RSU Agreement. Employee acknowledges that he remains subject to the terms of the COMPANYCompany’s group health insurance plan, as it may be amended from time Inxxxxx Xxxxxxx Xolicy and Guidelines With Respect to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included Certain Transactions 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 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 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 Securities 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided its applicability to him for the performance of his dutiesexpires by its terms. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant A. Prior to the Employment Separation Date, you shall continue to receive your base salary, less all applicable payroll taxes and withholdings, in accordance with the Company’s 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 the Surviving Provisions, do not revoke your signature on this Agreement (as discussed in paragraph 16), and execute the attached Exhibit B on (but not before) the Separation Date, or within seven (7) days following items described in clauses 1(a)(ithe Separation Date, and do not revoke it, the Company shall (on behalf of the Releasees) through 1(a)(vi) shall be paid or provided by provide you with the COMPANY to EXECUTIVEfollowing consideration after your termination of employment: (i) EXECUTIVE The Company will pay you an amount equal to twelve (12) times your monthly base salary (the “Separation Payment”), provided you have not secured another position with the Company. The Separation Payment shall not be entitled paid to nor shall he receive any Management Bonus under you in bi-weekly payments, beginning on the Employment 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) EXECUTIVE 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 and your employee contribution, which represents the amount the Company would allocate for such coverage had your coverage remained active for twelve (12) 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 nor shall he receive any Retention Bonus under the Employment 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 (iii) EXECUTIVE shall not as explained below), you will still 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 paid your regular salary through the Separation Date, subject to substantiation prior to such date by your accrued but unused paid time off, if any, for the EXECUTIVE calendar year in which the Separation Date occurs and any unreimbursed business expenses, in each case, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Company policies 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted be required by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises 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 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 withholdings, over the twelve (12) month period following the Separation Date; provided, however, that no payments will be made hereinprior to the 60th day following Employee's Separation Date. On the 60th day following the Executive's Separation Date, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant Company will 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 balance of the cash severance being paid as originally scheduled. Each check will be mailed to Employee at the last known address provided to the Employment AgreementCompany by Employee. (b) Provided that Employee elects continued coverage under COBRA, the following items described in clauses 1(a)(iCompany will pay Employee's COBRA premiums to continue Employee's coverage (including coverage for eligible dependents, if applicable) through 1(a)(vithe period ("COBRA Premium Period") shall be paid or provided by starting on Employee's Separation Date and ending on the COMPANY earliest to EXECUTIVE: occur of (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under the Employment Agreement; twelve (ii12) 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 months following 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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 date Employee becomes eligible for group health insurance coverage through a new employer; or (10thiii) anniversary of the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan 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 grant of the respective stock optionsuch event. The COMPANY and EXECUTIVE agree to executive such other documents in connection with Notwithstanding the foregoing, including an amendment if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law, the Company instead shall pay to Employee, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable Stock Option Award AgreementsCOBRA premiums for that month, as subject to applicable tax withholdings, which Employee may, but is not obligated to, use toward the COMPANY may determine should be executed to effectuate the foregoing provisionscost of COBRA premiums. e. EXECUTIVE acknowledges and agrees that he (c) The vesting of Employee's stock awards shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges accelerated such that the foregoing 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 exercisable as of Employee's last day of employment. Employee understands that the Separation Package is adequate consideration an additional benefit for which Employee is not eligible unless Employee elects to sign, not revoke, and reaffirm this Agreement.

Consideration. In exchange consideration for the promises made hereinyour releases, the Parties agree that: a. As for Executive’s final Base Compensation promises, and Final Bonus pursuant to the Employment representations in this Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVE: Company agrees that if you (i) EXECUTIVE shall sign, and do not revoke, this Agreement within the Revocation Period (as defined below); and (ii) comply with restrictive covenants set forth in this Agreement, the Company will provide you, subject to Section 10, with the following (the “Severance Benefits”), which you acknowledge is more than you would be entitled to nor shall he receive any Management Bonus under the Employment Agreement; (ii) EXECUTIVE shall if you did 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 sign this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees : X. xxxxxxxxx pay in a total amount equal 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 weeks of Base Salary ($795,000.00) provided EXECUTIVE complies your current base salary with Articles 7the Company, 8, minus any applicable taxes and 9 of the Employment Agreement, as well as withholdings and 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 amounts required by law to be paid on withheld, payable in accordance with the COMPANYCompany’s regular payroll periods during the severance practices over a twenty-four (24) week 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 “Pre-PackSeverance Period”). If , beginning on the COMPANY approves entry into first payroll date that follows the expiration of the Revocation Period but in any bankruptcy plan other event no later than sixty (60) days after the Pre-PackSeparation 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, the COMPANY shall, prior and to the filing extent that you are and remain eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended 1985 (“COBRA”) after and the Separation Date and will receive a notification Company’s group health plan, payment of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% that part of the COBRA premiums to continue medicalfor such continued coverage of you (and, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (if applicable as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees , your dependents) that payments made pursuant to this Paragraph shall be included in his taxable income to exceeds the extent required by applicable law. EXECUTIVE and amount that you would pay for such coverage if you were an active employee of the COMPANY agree Company, starting on the first day following the date on which your coverage under that plan as an employee of the foregoing period of COMPANY-paid COBRA coverage shall count againstCompany ends, 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, ending on 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 earlier of (i) the expiration date as of the original “Option Period” as defined under which twenty-four (24) weeks of such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), subsidized COBRA premiums have been paid; or (ii) the tenth (10th) anniversary date on which your right to continuation coverage under COBRA ends. You agree and acknowledge that for so long as you are covered by COBRA and receiving severance pay under Section 4(A), the amount that you would pay for coverage under the Company’s group health plan if you were an active employee of the date of grant of Company shall be deducted from such severance payments, and that this coverage under the respective stock optionCompany’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. The COMPANY You further agree 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. e. EXECUTIVE acknowledges and agrees understand that he this Section 4(B) shall not be entitled any severance or other payments provided limit such plan’s obligation to provide continuation coverage under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.COBRA; and

Consideration. In exchange As a material inducement to and in consideration for Employee entering into this Release, and subject to the promises made hereinterms and conditions of this Release, the Parties agree thatSeverance Plan and the Participation Agreement (as defined below), Company agrees to provide the Employee with the severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as amended December 6, 2013 (the “Severance Plan”) and the Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Severance Plan) and described in Section 2(a) of the Participation Agreement. Such severance 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 Plan. For clarity, these benefits are as follows: a. As for ExecutiveThe Company shall pay Employee the gross sum of Five Hundred Eighty Five Thousand, Six Hundred Twenty Five Dollars ($585,625.00), representing fifteen (15) months of Employee’s final Base Compensation and Final Bonus pursuant to base salary as of the Employment Separation Date, as set forth in Section 2(a)(1) of the Participation Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) which shall be paid or provided by payable in accordance with the COMPANY to EXECUTIVE: Company’s normal payroll schedule over the fifteen (i15) 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 month period following the Separation Date, subject to substantiation 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 the Participation Agreement. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement, for a period of up to fifteen (15) total months, subject to the terms of the Participation Agreement and the Severance Plan. c. Employee shall become vested (to the extent not already vested) in the stock options and equity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date, 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 terminate pursuant to their terms. Notwithstanding the foregoing, 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 by the EXECUTIVE date, in accordance with the COMPANYEmployee’s expense reimbursement policies. b. After the effective date violation 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 COMPANYEmployee’s obligations under this Agreement (Release. Employee understands and agrees that the “Preamendment of Employee’s stock options to extend the post-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Packtermination exercise period will disqualify, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part as of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to date of this Release, any options that were previously considered “incentive stock options” under Section 4980B 422 of the Internal Revenue Code of 1986, as amended (the “COBRACode”) after the Separation Date ). By executing this Release, Employee consents to this amendment and will receive a notification of COBRA rights under separate coverthat Employee has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, Except to the extent permitted by lawprovided in this Section 2(c), the COMPANY agrees 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 100% a maximum of $7,500, upon the COBRA premiums Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. e. The Company will use commercially reasonable efforts to continue medicalmaintain an email message responding to Employee’s former Chimerix email address which states that Employee is no longer with the Company and provides a contact number to reach him, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA one year from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE Employee acknowledges that he is not eligible for the foregoing is adequate consideration for severance benefits described in this AgreementSection 2 in the absence of his execution of the Participation Agreement and his execution and non-revocation of this Release.

Consideration. In exchange for If you (a) sign and do not revoke this Agreement (b) comply with the promises made hereinobligations 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 Parties agree that: a. As for Executive’s 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:“Consideration”): (i) EXECUTIVE shall not be entitled to nor shall he You will receive any Management Bonus under continuation of your Base Salary in accordance with the Employment Agreement;Company’s regular payroll practices, less all relevant taxes and other withholdings, for a period of eighteen (18) months starting on the first payroll date following the Termination Date. (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under For the Employment Agreement; eighteen (iii18) EXECUTIVE shall not be entitled to nor shall he receive any company car under months following the Employment Agreement; Termination Date (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 DateCoverage Period”), if you timely and properly elect to receive continued health coverage under the COMPANY agrees Company’s health plan under the Consolidated Omnibus Budget Reconciliation 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 the Termination Date, provided that you pay EXECUTIVEto 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 set forth hereinapplicable, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing extent that continued receipt of any such plan, make all payments due to EXECUTIVE hereunder COBRA Coverage would result in a lump sumduplicative benefits. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) after shall run concurrently with the Separation Date and Coverage Period. (iii) You will receive reimbursement for reasonable fees and costs you incur for outplacement services during the twelve (12) months following the Termination Date, up to a notification maximum of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage$25,000, provided that you submit any requests for reimbursement to the extent permitted by law, the COMPANY agrees to pay up to 100% Company within thirty (30) days of the COBRA premiums date the expense is incurred. (iv) 424,707 unvested shares of restricted stock you hold pursuant to continue medical, dental, and vision insurance coverage under the COMPANYCompany’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (2016 Omnibus Incentive Compensation Plan will vest as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Termination Date. EXECUTIVE understands 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 agrees cancelled as of the Termination Date. You agree and acknowledge that the payments made pursuant described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for services performed. You will not be eligible for the Consideration described in this Paragraph shall be included in his taxable income to 3 unless the extent required by applicable lawCompany has received an executed copy of this Agreement, which has not been revoked. EXECUTIVE and the COMPANY You further agree that the foregoing period of COMPANY-paid COBRA coverage shall count againstamounts described in Section 3 are the full consideration for this Agreement and are equal to or exceed the severance benefits described in the Severance Agreement and are equal to or exceed any benefits, and reducecompensation, the otherwise applicable period during or other financial consideration to which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) Employee would be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions absent his signing of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made herein, the Parties agree that: a. As for ExecutiveEmployee’s final Base Compensation release of claims set forth below and Final Bonus pursuant to the Employment Employee’s other obligations under this Agreement, the Company agrees to provide Employee with the following items described in clauses 1(a)(iseverance benefits to which he is not otherwise entitled (the “Benefits”): (a) through 1(a)(vithe Company will pay Employee a single lump sum payment of $309,000 (less applicable tax withholding) on the 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 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 be paid or pay the premiums for continued coverage under the Company’s health insurance programs as 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 Consolidated Omnibus Budget Reconciliation Act 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 19861985, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE Employee and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA eligible dependents from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income to Termination Date through the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 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 earlier earliest of (i) Xxxxx 00, 0000, (xx) the expiration first date that Employee becomes eligible for coverage under the health insurance program of a subsequent employer, and (iii) such other date as Employee (or his eligible dependents, as applicable) ceases to be eligible for COBRA coverage. For the avoidance of doubt, nothing in this Agreement accelerates the vesting or exercisability of any of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to compensatory equity awards held by Employee. In addition, Employee must immediately notify the period of exercisability Company 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 the stock optionsfull COBRA premium in order to continue such coverage (if then available), 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation terms of this Agreement and Final Bonus pursuant assuming EXECUTIVE is and continues to the Employment Agreement, the following items described be 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 compliance with the COMPANY’s expense reimbursement policies. b. After the effective date terms of this Agreement, which is the eighth COMPANY agrees to (8) day after the i) pay EXECUTIVE signs this Agreement Four Hundred and Fifty Thousand Dollars ($450,000) (“Effective DateSeparation 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 agrees for up 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 six (246) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-PackConsulting Period ”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior (iii) pay EXECUTIVE a monthly payment equal to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification actual monthly premium of COBRA rights under separate cover. Provided continuation coverage of COMPANY provided health care insurance and ArmadaCare until EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision secures alternative employment which provides health care insurance coverage under the COMPANY’s group health insurance plan or for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from 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. EXECUTIVE understands and agrees Notwithstanding the foregoing, with regard to COBRA Continuation Reimbursements, if the Company determines in its sole discretion that payments made pursuant to this Paragraph it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall be included in his taxable income lieu thereof provide to the extent EXECUTIVE the foregoing monthly amount as a taxable monthly payment for the remainder of the applicable period. The Separation Payment will be made within ten (10) days of the Separation Date and will be subject to normal payroll withholdings as required by applicable state or federal law. EXECUTIVE The first 1099 Consulting Payment and Continuation Reimbursement will be made on December 1, 2016. EXECUTIVE’s receipt of all consideration referenced herein is contingent upon the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 expiration of the applicable Stock Option Award Agreements governing stock options granted revocation period set forth in Section 2.2 below. EXECUTIVE acknowledges that no further amounts are due and owing to EXECUTIVE pursuant the Employment Agreement, on him other than amounts for Base Salary and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on unused PTO through 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 provisionsany unreimbursed costs and expenses. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of this Agreement and the promises made release herein, and his compliance with his obligations hereunder and under the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Confidentiality Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by Company will provide Employee with the COMPANY to EXECUTIVEfollowing: (i) EXECUTIVE shall not 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 entitled to nor shall he receive any Management Bonus under paid as soon as practicable following the Employment Effective Date (as defined below) of this Agreement; (ii) EXECUTIVE shall not be the employee is entitled to nor shall he receive any Retention Bonus severance of 24 months of the Employee’s base 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 Employment 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) 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 reimbursement of Employee for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by period commencing on the Separation DateDate and continuing through and including December 31, 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 EXECUTIVE complies with Articles 7, 8, and 9 2024 of the Employment Agreement, as well as other provisions premiums associated with Employee’s continuation of the Employment Agreement which survive termination. Payments are to begin on the COMPANYhealth insurance for Employee and Employee’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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior family pursuant to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and ), provided Employee timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums and is eligible to continue medicalto receive COBRA benefits (less all applicable tax withholdings), dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) payable in accordance with COBRA the Company’s normal expense reimbursement policy; (iv) reimbursement of expenses incurred by the Company and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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.Employee, payable in accordance with the Company’s normal expense reimbursement policy; and d. Notwithstanding (v) full vesting of any contrary provisions earned shares of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANYCompany’s stock held by EXECUTIVE 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 optioncommon stock. The COMPANY and EXECUTIVE agree to executive such other documents in connection with Notwithstanding the foregoing, including an amendment in the event the Company determines, in its reasonable discretion, that payment of the Cash Severance Payment would jeopardize the Company’s ability to continue as a going concern, then in accordance with Treasury Regulation § 1.409A-3(d), the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and agrees that he Company shall not be entitled any severance or other payments provided under this Agreement if he fails pay the Cash Severance Payment until the first taxable year in which it is able to return all assets and equipment provided make such payment without jeopardizing the Company’s ability to him for the performance of his dutiescontinue as a going concern. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinUnless Executive revokes as described below, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, Company shall provide the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEconsideration for this Agreement: (ia) EXECUTIVE Initial severance pay. The Company shall not be entitled pay Executive initial severance pay equal to nor shall he receive any Management Bonus under eight (8) weeks of compensation at Executive’s base salary rate at 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 time of execution of this Agreement, which is less all lawful or required deductions (“Initial Severance Pay”). Initial Severance Pay shall be paid in a lump sum on the eighth (8) next regularly scheduled payroll day after the EXECUTIVE signs this Agreement later of the expiration of the Revocation Period described below (the “Effective Date”), ) or the COMPANY Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Executive is not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sumotherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments provided described in Section 2(b) for in this paragraph are in addition to and not part purposes of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B 409A of the Internal Revenue Code of 1986, as amended 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) after Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and as a benefit to which Executive agrees he is not otherwise entitled, the Separation Company shall pay Executive additional severance pay as described in this Section 2(b). On the Company’s regular payroll dates, starting from the later of the Effective Date or the Termination Date for twenty-two (22) bi-weekly pay periods (the “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 (“Severance Pay”). This Severance Pay will be offset, as described herein, by any compensation for services earned during the Payment Period. Beginning on the Termination Date and will receive a notification of COBRA rights continuing through the Payment Period, Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under separate coverthis Section 2(b). Provided EXECUTIVE validly and timely elects COBRA continuation coverageIf 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 Severance Pay already provided, to the extent permitted by lawnecessary 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), the COMPANY Executive agrees to pay up to 100% promptly inform the Company regarding his employment status (and any changes thereto) and the amount of any compensation he earns during the Payment Period. Each of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that individual severance payments made pursuant to this Paragraph Section 2(b) shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period treated as a separate payment, rather than as a part of COMPANY-paid COBRA coverage shall count againsta single payment, 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 for purposes of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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 foregoingSection 409A, including an amendment the short-term deferral exception to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsSection 409A described in Treasury Regulation Section 1.409A-1(b)(4). e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As consideration for and subject to the promises made hereinEmployee's execution of, non-revocation of, and compliance with this Agreement, including the Employee's waiver and release of claims in Paragraph 6, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant Employer agrees to the Employment Agreement, provide the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by benefits to which the COMPANY to EXECUTIVEEmployee is not otherwise entitled: (ia) 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 Continued payment of Employee's base salary in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this AgreementEmployer's regular payroll practices, 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 less all applicable federal, state relevant taxes and local income and payroll taxes, deductions and other withholdings, totaling on the following basis: (i) for a period of 12 months starting on the first regular payroll date following the Effective Date (defined below) employee shall receive 100% of Employee’s base salary, minus twenty-four (24) months of Base Salary thousand dollars and zero cents ($795,000.0024,000.00), which shall be deducted from the salary continuation payments made over the initial 12-month period on a pro rata basis and (ii) provided EXECUTIVE complies with Articles 7, 8, and 9 for a period of 10 months following the expiration of the Employment Agreement12-month period under Paragraph 3(a)(i), as well as other provisions 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 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 Employee 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after beginning on the Separation Date and will 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 a notification additional consideration as set forth in Schedule A, subject to Employee’s timely execution of COBRA rights under separate cover. Provided EXECUTIVE validly the Agreement and timely elects COBRA continuation coveragenon-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 extent permitted by law, Company that is unvested as of the COMPANY agrees to pay up Separation Date shall become vested and exercisable with respect to 100% of the COBRA premiums to continue medicalshares of common stock of the Employer subject thereto, dentalany restrictions on such options shall fully lapse, and vision insurance coverage under such options may be exercised by Employee on or before the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” earlier of the fifth (as defined by COBRA5th) in accordance with COBRA anniversary of the Separation Date and the terms original expiration date of such option. Each of Employee’s outstanding options to acquire shares of common stock of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 Employer that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions vested and exercisable as of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 by Employee on or before the earlier of the fifth (i5th) anniversary of the Separation Date and 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 option. Any of the stock options), foregoing options that Employee fails to exercise on or before the earlier of the fifth (ii) the tenth (10th5th) anniversary of the Separation Date and the expiration date of grant such option will expire and be forfeited at such time without consideration. (d) On the Effective Date, each of the respective outstanding restricted stock optionunits 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 thereto and any restrictions on such restricted stock units shall fully lapse, and all of such restricted stock units shall be settled within thirty (30) following the Separation Date, less applicable withholdings, in accordance with the provisions of the Employer’s 2014 Stock Incentive Plan, as amended and restated, and the applicable restricted stock unit agreement. Employee and Employer agree that Employer shall withhold shares in an amount necessary to cover Employee’s tax withholding obligations. (e) Employer shall pay Employee’s attorney fees, remitting to Employee’s 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 COMPANY twenty-four thousand dollars and EXECUTIVE agree to executive such other documents zero cents ($24,000.00), is in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY full satisfaction of any claim Employee may determine should be executed to effectuate the foregoing provisionshave for attorneys’ fees or costs. e. EXECUTIVE acknowledges (f) The Employee understands, acknowledges, and agrees that he shall not be these benefits exceed what the Employee is otherwise entitled any severance or other payments provided under to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement if he Agreement, including the general release contained in it. If Employee fails to return all assets timely execute the Agreement or revokes the Agreement pursuant to Paragraph 6(b)(vi), the Agreement shall be invalid and equipment provided to him for the performance of his duties. f. EXECUTIVE no consideration shall be owed or paid. The Employee further acknowledges that the foregoing Employee is adequate not entitled to any additional payment or consideration for not specifically referenced in this Agreement.

Consideration. In exchange for Provided the promises made hereinEmployee satisfies the conditions of this Agreement (including returning all Company property as provided in Paragraph 9 below, and complying with all restrictive covenants of the Employment Agreement) and does not revoke this Agreement, the Parties agree thatCompany will: a. As for ExecutiveMake lump-sum payment equal to 50% of Employee’s final Base Compensation base salary in the total amount of $112,500, plus an additional sum of $37,501.50 (together, the “Lump Sum Payment”) less applicable withholdings and Final Bonus pursuant deductions; the Company shall also be entitled, and Employee hereby authorizes the Company to off-set any amounts owed by Employee to the Employment Agreement, Company from the following items described in clauses 1(a)(i) through 1(a)(vi) Lump Sum Payment. The Lump Sum payment shall be paid or provided 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 COMPANY 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 EXECUTIVE:a cash payment of $ 14,711.12. (i) EXECUTIVE 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 Employment Agreement shall not survive such that Employee will be entitled to nor shall he receive any Management Bonus under the payments and other benefits provided for in said Section 7 of 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 Agreement if a Change 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 EXECUTIVEControl, 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 EXECUTIVE complies with Articles 7, 8, and 9 defined in Exhibit A of the Employment Agreement, shall occur on or before October 20, 2007. Employee acknowledges that the right to receive any payments or other benefits as well as other provisions provided for in Section 7 of the Employment Agreement which survive terminationshall cease and the Company shall have no further obligation with regard to said provision after October 20, 2007. Payments are In addition to begin on the COMPANY’s next regular payroll period after foregoing, provided that Employee satisfies 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 conditions of this Agreement (including returning all Company property as provided in Paragraph 9 below, and complying with all restrictive covenants of the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-PackSeparation Pay Agreement) and does not revoke this Agreement, the COMPANY shallCompany and Employee acknowledge and agree that, prior notwithstanding anything to the filing contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any such similar plan, make all payments due any awards of options to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s purchase Company stock held by EXECUTIVE on the Separation Date may Employee shall 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 immediately exercisable in full, and all vesting restrictions upon any restricted 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 provisionsheld by Employee shall lapse. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (a) You will be entitled to the following payments and benefits (subject to applicable deductions and withholdings) within ten (10) business days of the Separation Date. Terms not defined in the Agreement and the Release attached as Exhibit A hereto (the “Release”) shall have the meanings assigned to the terms in your employment agreement with the Company, dated May 5, 2008, as amended (the “Employment Agreement”): (i) Your unpaid salary through the Separation Date. (ii) Your accrued and unused vacation time through the Separation Date. (iii) Reimbursement for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus any unreimbursed expenses to which you are entitled pursuant to Section 3(d) of the Employment Agreement, . (b) You will be entitled to the following items described payments and benefits (subject to 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 clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVERelease: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under A lump sum payment of $450,000 on the Employment Agreement;thirtieth day following the Separation Date, and a lump sum payment of $4,550,000 on February 1, 2011. (ii) EXECUTIVE 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”). For purposes of establishing fair market value for the restricted shares, the fair market value will be 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 payment for your bonus shares, your unvested bonus shares shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement;forfeited. (iii) EXECUTIVE shall not be entitled Subject to nor shall he receive any company car your timely election of continuation coverage 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 Consolidated Omnibus Budget Reconciliation Act 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 19861985, as amended (“COBRA”) after and your continued copayment of premiums at the Separation Date same level and will receive a notification cost to you as if you were an employee of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coveragethe Company (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 the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA applicable law and the terms of the COMPANY’s group health insurance such plan) which covers you, as it may be amended from time to time (the “Health Benefits”) your spouse and your dependents for a period of twelve (12) months 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 eighteen $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 (18x) months concurrently with Knight’s investment, your investment of at least $10,000,000 and the investment by one or such shorter period allowed more other investors of the difference between $12,500,000 and the amount invested by COBRA from you; (y) the hedge fund is created within two (2) years of the Separation Date; and (z) Knight being provided with investment terms at least as favorable as all other similarly situated investors investing similar or lesser amounts in such hedge fund. EXECUTIVE understands Your formation of and agrees that payments made pursuant involvement in a hedge fund will be deemed not 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 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 competitive for purposes of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment non-compete provisions set forth in Section 8 of this Agreement, on provided you do not act as a broker-dealer or engage in the origination 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 earlier securitization 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 provisionsmortgages. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As consideration for Executive’s final Base Compensation and Final Bonus pursuant agreement to terminate the Employment Agreement, to fully release Company from any and all Claims as described below, and to perform the following items described other duties and obligations of Executive contained herein, and to fully release all claims set out in clauses 1(a)(ithe 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 defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions (including normal withholdings consistent with Company’s practice for equalization of Executive’s tax liability) through 1(a)(viand Sections 4(b) shall be paid or provided by the COMPANY to EXECUTIVEand (c) below: (i) EXECUTIVE Pay severance to Executive in the form of salary continuation for the twelve (12) months immediately following the Termination Date (“Severance Period”). Such payments shall not be entitled made in accordance with Company’s standard pay practices in an amount equal to nor 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 he receive any Management Bonus under be made during the Employment Agreement;period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s 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) EXECUTIVE 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 not be entitled to nor shall he receive terminate in the event Executive becomes eligible for any Retention Bonus such coverage under the Employment Agreement;another employer’s plans. (iii) EXECUTIVE shall not be entitled Pay an amount equal to nor shall he receive any company car under Executive’s actual earned full-year bonus for calendar year 2009, pro rated based on the Employment Agreement;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) 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 EXECUTIVEVest in full Executive’s outstanding unvested options, no later than February 28, 2017 for the EXECUTIVE’s business expenses which restricted stock and other equity-based awards that would 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin vested based solely on the COMPANYcontinued employment of Executive. Additionally, all of Executive’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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 shall remain outstanding until the earlier of (i) one year after 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), Termination Date or (ii) the tenth (10th) anniversary original expiration date of the options (disregarding any earlier expiration date of provided for in any other agreement, including without limitation any related grant agreement, based solely on the termination of the respective stock optionExecutive’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. The COMPANY and EXECUTIVE agree This outplacement services benefit will be forfeited if Executive does not begin using such services within 60 days after the Termination Date. (vi) Pay to executive such other documents Executive in connection with cash in a single lump sum an amount equal to Forty-Five Thousand Dollars ($45,000) on the foregoing, including an amendment 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 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 Termination Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); (ii) the applicable Stock Option Award Agreements, as revocation period under the COMPANY may determine should be executed Release has expired without Executive having elected to effectuate revoke the foregoing provisions. e. EXECUTIVE Release; (iii) Executive has signed and delivered to Company the 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 and agrees that he shall Executive would not be entitled any severance to the consideration described herein absent execution of the Release and the Compromise Agreement. Any payments to be made, or other payments provided benefits to be delivered, under this Agreement if he fails (other than the payments required to return 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 assets and equipment provided rights to any other amounts payable to him for upon the performance termination of his dutiesemployment 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. f. EXECUTIVE acknowledges that (d) Executive agrees to vacate the foregoing is adequate consideration Company-provided apartment in the United Kingdom no later than June 30, 2009 and to indemnify Company for this Agreementany damages to the apartment, except for any ordinary wear and tear.

Consideration. In exchange for Effective upon the promises made hereinexpiration of 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 such revocation period (such expiration date, the Parties agree that: a. As for Executive’s final Base Compensation “Effective Date”) and Final Bonus pursuant to provided that Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Employment Agreement or Section 10 below (such sections collectively, and together with Section 15 and Sections 16(a) through (e) of the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by “Surviving Terms”), the COMPANY to EXECUTIVECompany agrees to: (ia) EXECUTIVE shall not be entitled pay to nor shall he receive any Management Bonus under the Employment AgreementDuerden a lump sum amount equal to $70,833; (iib) EXECUTIVE shall not be entitled pay to nor shall he receive any Retention Bonus under Duerden a lump sum amount equal to $850,000, which amount equals one year of Duerden’s base salary in effect as of the Employment AgreementSeparation Date; (iiic) EXECUTIVE shall not be entitled pay to nor shall he receive any company car under Duerden a lump sum amount equal to $850,000, which amount equals Duerden’s annual incentive compensation equal to 100% of Duerden’s base salary as of the Employment AgreementSeparation Date; (ivd) EXECUTIVE accelerate the vesting and exercisability, to the 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 provided in this Section 1(d), all stock options and restricted stock awards that are unvested as of the Separation Date 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 terminated and cancelled as of the Separation Date, subject to substantiation prior and Duerden shall have no further rights with respect to such date by awards; and (e) pay the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date employer portion 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided premiums for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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)February 28, 2011 or (ii) the tenth date that Duerden and his dependents are no longer eligible for COBRA continuation coverage, provided, that Duerden (10thand/or Duerden’s covered dependents) anniversary 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 annual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, all vested and exercisable stock options held by Duerden as of the Separation Date 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 grant Duerden’s separation from service with the Company within the meaning of Section 409A(a)(2)(A)(i) of the respective stock optionCode. The COMPANY and EXECUTIVE agree to executive such other documents Notwithstanding anything in connection with the foregoing, including an amendment this Agreement or elsewhere to the applicable Stock Option Award Agreementscontrary, as Duerden shall have no duties or responsibilities after the COMPANY may determine should be executed to effectuate Separation Date that are inconsistent with his having a “separation from service” on the foregoing provisionsSeparation Date. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. a. In exchange for Employee timely signing and returning the promises made hereinAgreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the Parties agree that:release of claims in Section 5 below, the Company will provide Employee with the following amounts and benefits (the “Release Consideration”): a. As i. 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 Executive’s final Base Compensation 2023 paid at target in proportion to the percentage of the year in which Employee was employed by the Company, less applicable taxes, withholdings and Final Bonus deductions (the “Cash Severance Payment”), to which Employee is not otherwise entitled, pursuant to the Employment Agreementapplicable timing set forth in Section 2.3 of the Severance Plan. ii. If Employee is eligible for and timely elects group health plan continuation coverage under COBRA, upon Employee’s submission to the Company of evidence of Employee’s and Employee’s dependents, if applicable, enrollment in COBRA, the Company will pay a portion of the Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA directly to the insurer or COBRA administrator, as applicable, until the earliest of: (A) the date that is twelve (12) months following items described in clauses 1(a)(ithe Separation Date, (B) through 1(a)(vi) shall be paid or provided the date on which Employee and Employee’s eligible dependents, if applicable, become covered by the COMPANY to EXECUTIVE: group health plan of a subsequent employer and (iC) EXECUTIVE shall not the expiration of Employee’s eligibility for continuation coverage under COBRA (the earliest of clauses (A), (B), and (C) the “COBRA Payment Period”). The amount of this portion will be entitled to nor shall he receive any Management Bonus the same portion of the premium cost as was borne by the Company under the Employment Agreement; 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 (iiand shall count against) EXECUTIVE shall the Company’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot be entitled provide the COBRA premium benefits above without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu thereof, the Company will pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to nor shall he receive any Retention Bonus the monthly portion of the premium cost for group medical, vision and dental coverage as was borne by the Company 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 level of coverage selected by Employee and in effect on the Separation Date, subject to substantiation applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to such or on the Effective Date shall be paid in a single lump sum on the first regularly scheduled payroll date by of the EXECUTIVE Company following the Effective Date, and any remaining Special Severance Payments will be paid in accordance with the COMPANY’s expense reimbursement policiesschedule described above. Any Special Severance Payments will be made regardless of whether Employee elects COBRA continuation coverage. b. After the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE iii. If Employee 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 EXECUTIVE complies with Articles by July 7, 82023 and does not exercise any legal right to revoke it prior to July 15, and 9 2023, each Company stock option granted to Employee that is outstanding as of the Employment AgreementSeparation Date (each, as well as other provisions a “Stock Option”) shall continue to vest until the end of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, Transition Period and shall continue to be paid on exercisable until the COMPANYearlier of June 30, 2024 and the original expiration date of the Stock Option, subject to the Company’s regular payroll periods during the severance period and as specified ability to terminate such Stock Option earlier in the Employment Agreement, only if event of a corporate transaction or a dissolution or liquidation of the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect Company to the COMPANY’s obligations under this Agreement (extent permitted by the “Pre-Pack”)terms of the governing equity plan. If Except as provided in the COMPANY approves entry into any bankruptcy plan other than the Pre-Packforegoing sentence, the COMPANY shall, prior terms of all Stock Options shall remain the same and the Stock Options shall continue to be governed in all respects by the filing 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 such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part Stock Option that is an “incentive stock option” within the meaning of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B 422 of the Internal Revenue Code of 1986, as amended (the “COBRACode”) after the Separation Date and will receive a notification of COBRA rights under separate cover). iv. Provided EXECUTIVE validly and timely elects COBRA continuation coverageNotwithstanding any contrary provision in Employee’s offer letter dated September 12, to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time 2022 (the “Health BenefitsOffer Letter”) ), Employee shall not be required to repay the Sign-On Bonus Advance provided for a period of up to eighteen (18) months or such shorter period allowed by COBRA from in the Separation DateOffer Letter. EXECUTIVE understands Employee understands, acknowledges, 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 shall count against, and reduce, the these benefits exceed what Employee is 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 upon Employee’s separation from employment with the COMPANY. d. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Company, and are being given as consideration in exchange for executing this Agreement, on and following including 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 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 provisionsgeneral release contained herein. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for consideration of Executive’s full release of Company from any and all Claims as described below and in the promises made Release attached as Exhibit A and in the Supplemental Release attached as Exhibit B, which must be signed by Executive on 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 Parties agree that: a. As for Executive’s final Base Compensation terms in Sections 3(b) and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i(c) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEbelow: (i) EXECUTIVE 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 not be entitled to nor shall he receive any Management Bonus under paid in a lump sum in cash at the Employment time specified in subsection (b) below (except as otherwise provided in this Agreement); (ii) EXECUTIVE 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 (y) the applicable revocation period under the Supplemental Release has expired without Executive having elected to revoke it. The Supplemental Release shall be effective as of the 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 clause (a)(ii) above shall be paid in a lump sum on the first scheduled monthly pay date for the payment of base salary to executives that follows the Supplemental Release Effective Date, except as provided otherwise in this Agreement. Executive agrees and acknowledges that she would not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement;consideration described herein absent execution of the Release and Supplemental Release and expiration of the applicable revocation periods without Executive having revoked the either the Release or the Supplemental Release. (iiic) EXECUTIVE shall not As a further condition to receipt of the benefits in Section 3(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that she may claim to be entitled owed to nor shall he receive any company car under her upon 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 EXECUTIVEtermination of her employment relationship with Company, no later other 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 those specifically set forth in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is the eighth including without limitation any severance, notice rights, payments (8) day after the EXECUTIVE signs this Agreement (“Effective Date”including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the COMPANY laws of Georgia or any other jurisdiction, and Executive agrees not to pay EXECUTIVEpursue or claim any of the payments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as set forth hereina result of misconduct, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage financial reporting requirement under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance planfederal securities laws, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 earlier of 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 expiration date 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) 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 financial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the tenth (10th) anniversary sale 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 provisionsCompany securities during that 12-month period. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for The Company agrees to provide Employee the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus severance pursuant to Section 8 of the Employment Agreement. For the avoidance of doubt, such severance includes the following items described in clauses 1(a)(ipayment to Employee of a lump sum equivalent to 6 months of Employee’s 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) through 1(a)(vi) shall be paid or provided by business days after 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 Effective Date of this Agreement, which is but in all cases will be paid no later than March 15 of the eighth year following the Termination Date (8) day after the EXECUTIVE signs assuming this Agreement (“Effective Date”becomes effective by such date), the COMPANY . Company further agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state reimburse Employee for COBRA coverage for Employee and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months his or her covered dependents from the Effective Date of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Packthrough September 22, the COMPANY shall2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, prior to the filing of any such planwhichever occurs first, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and Employee timely elects COBRA continuation coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to employee’s termination of employment, Employee shall be paid an amount equal to the extent permitted by law, the COMPANY agrees to pay up to 100% 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 premiums reimbursements shall be made monthly by the Company to continue medical, dental, and vision insurance coverage under Employee consistent with the COMPANYCompany’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Datenormal expense reimbursement policy. EXECUTIVE understands and agrees that payments made pursuant 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 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 and following Employee is obligated to notify 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 earlier of Company within five (i5) 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 business days of the date Employee and his or her covered dependents are covered by similar plans 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 provisionsEmployee’s new employer. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of Employee’s acceptance of the promises made herein, the Parties agree that: a. As for Executive’s 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 terms of this Agreement, Employer will provide Employee with consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay Employee five hundred thousand dollars ($500,000.00), less 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 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 eighth (8) day after the EXECUTIVE signs 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 (“Effective DateAIP”) and notwithstanding the impact the pandemic has had on achievement of performance metrics set forth in the 2020 AIP. b. Provided that Employee timely elects continuation health insurance coverage under COBRA, Employer shall pay Employee’s full monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until December 30, 2020 (the “Continuation Period”), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state the following terms and local income conditions. Employee agrees and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 acknowledges that Employer is only obligated to make premium payments for continuation of the Employment Agreementsame 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, as well as other provisions of (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Continuation Period, and the Company 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 have no further obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Paymentsubsection. c. EXECUTIVE may Employer will transfer to Employee title to the company car that Employer provided to 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 continue certain benefits 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 4980B 3, the absence of withholdings and deductions made from those payments and/or Employee’s 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 (“COBRA”) after 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 will receive a notification payout of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) accrued but unused paid time off in accordance with COBRA and the terms of the COMPANY’s group health insurance planEmployer policy. Except as described below, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and all employment-related benefits shall cease on June 30, 2020. f. Employee agrees that payments made pursuant 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 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 shall count againstAgreement, and reduce, except for vested benefits under the otherwise applicable period during any qualified retirement plans in 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 COMPANYEmployee participated. d. 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, 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 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. e. EXECUTIVE g. Employee acknowledges and agrees that he shall not be 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 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 Employee pursuant to any incentive plan that Employee was a participant in. Pursuant to the terms of this Agreement, Employee is entitled any severance to no other compensation, commission, bonus, stock award, benefit, or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance form of his dutiescompensation. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinProvided that Employee is in compliance with all obligations to Employer (including this Agreement), the Parties agree that: a. As for Executive’s final Base Compensation executes and Final Bonus pursuant to the Employment does not revoke this Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY and executes and delivers to EXECUTIVE: Employer (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 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 substantiation prior 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 date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policiesacceleration, then this Agreement shall be revoked and will have no binding effect on either party. b. After 4.3. Employee shall receive from Employer a lump sum payment equal to six months of COBRA premiums in the effective 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, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any that such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is constitute adequate consideration for the covenants, waiver and release set forth in this Agreement. All consideration shall be less appropriate taxes, deductions, and withholdings.

Consideration. In exchange for the promises and agreements made hereinby 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 Parties agree that: a. As for written request of Executive’s final Base Compensation and Final Bonus pursuant , on or prior to the Employment Agreement90 day option termination date, promptly authorize and permit Executive to extend the following items described in clauses 1(a)(iexercise period with respect to any and all vested options to purchase capital stock of the Company for a period of five (5) 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 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, subject INC.SEPARATION AGREEMENT require amendment in order to substantiation become non-qualified stock options (the “Amended Options”). (c) The Company shall continue payment of group health plan coverage, as in effect 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 through December 31, 2017 following the eighth Separation Date (8) day after regardless of the EXECUTIVE signs this Agreement (“Effective Date”end of any applicable COBRA period), the COMPANY agrees to pay EXECUTIVECompany shall provide at its full cost (including by payment of premiums, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twentyby the Company on an after-four (24tax basis) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medicalcontinued health, dental, and vision benefit coverage and life insurance coverage under for the COMPANYExecutive and, where applicable, the Executive’s group health insurance plan for EXECUTIVE spouse and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time eligible dependents (the “Health BenefitsInsurance Continuation”) for a ). 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 of up to eighteen (18) months or such shorter period allowed by COBRA from following the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall Such Insurance Continuation coverage may not be included in his taxable income to at the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period same or greater level of COMPANY-paid COBRA coverage shall count againsthealth, dental, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (vision benefit coverage in effect 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 and following the Effective Separation 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 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 Notwithstanding the foregoing, including an amendment the benefits described in this Paragraph 6(b) may be discontinued prior to the applicable Stock Option Award Agreementsend of the period provided in this Paragraph 6(b) to the extent, as but only to the COMPANY may determine should be executed to effectuate extent, that the foregoing provisions. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance Executive receives substantially similar benefits from a subsequent employer or other payments provided personal health benefit arrangement. The provision of health benefit coverage under this Agreement if he fails to return all assets and equipment provided to him Paragraph 6(b) will be considered continuation coverage for the performance purposes of his dutiesCOBRA. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 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 Parties agree that: a. As for Executive’s 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 EXECUTIVECompany 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) EXECUTIVE ten (10) months of Employee'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 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 nor shall he receive any Management Bonus new or additional performance share awards; (d) To waive any right the Company may have reserved to itself under the Employment 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; (iif) EXECUTIVE From May 1, 2018 through December 31, 2018, Employee shall not be entitled to nor shall he receive any Retention Bonus under act in an advisory capacity and 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Company shall continue to be paid on pay her salary and benefits as of April 30, 2018, per the COMPANY’s Company's usual and 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 “Pre-Pack”)schedule. If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior Employee shall continue to the filing of any such plan, make all payments due have access to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE office at Company's facilities but acknowledges and agrees that he 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 from boards of the Company and its affiliates. During the period of 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 before May 1, 2018. Further, Employee's network access for purposes of e-mail communication shall remain open provided Employee does not use the network access to engage in or influence ongoing business operations except as may be entitled any severance requested by the Company. The Company may limit or other payments provided under this Agreement disconnect network access if he fails it reasonably determines that Employee has used such access contrary to return all assets and equipment provided to him for the performance of his dutiesscope set forth herein. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (a) As consideration for the Employee’s promises made hereinin this Agreement, the Parties agree that: a. As for Executiveincluding Employee’s final Base Compensation and Final Bonus pursuant full release of claims in Section 4 of this Agreement, Employer agrees 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 EXECUTIVEfollowing: (i) EXECUTIVE 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 withholdings, which is an amount equal to eight (8) months of Employee’s current base wages. The Separation Payment shall not be entitled to nor shall he receive any Management Bonus under made within five (5) business days after the Employment Agreement;Effective Date (as that term is defined in Section 4 below). (ii) EXECUTIVE shall not be entitled As further consideration, Employer agreed to nor shall he receive any Retention Bonus pay an amount equal to his target Employee bonus award for 2015 under the Employment Agreement;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 Effective Date. (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 EXECUTIVEAs further consideration, no later than February 28commencing on June 1, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date2015, subject to substantiation prior to such date by the EXECUTIVE in accordance with terms, conditions and limitations of that health insurance plan Employer shall pay for the COMPANYfull cost of Employee’s expense reimbursement policies. b. After premium for continued health insurance coverage under ETP’s health insurance plan and 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen seven (187) months (the “COBRA Period”), so that, upon Employee making appropriate and 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 new 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 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 allow for the transfer, sale or disposal of such shorter period allowed units at the Employee’s discretion. (b) As consideration for Employee’s agreement to be bound by COBRA from the Separation Date. EXECUTIVE understands and restrictive covenants found in Section 6 of this Agreement, Employer agrees that payments made to the following: (i) ETP shall cause the Employee’s unvested restricted common units (as described below) awarded to the Employee pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE terms of the Second Amended and Restated Partnership 2008 Long Term Incentive Plan (the “ETP Unit Plan”) and the COMPANY agree 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 foregoing period Employee’s termination of COMPANY-paid COBRA coverage employment (collectively the “Accelerated Vesting Units”). In connection with this Agreement and Section 2(b)(i) hereof, ETP shall count against, or shall cause the Accelerated Vesting Units to accelerate and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” fully vest within ten (as defined by COBRA10) 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 and following business days after 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 earlier of (i) the expiration date . For purposes of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating rest of this Section and Section 6 the Accelerated Vesting Units shall be referred 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. e. EXECUTIVE acknowledges (“Restrictive Covenant Units”). Employee understands and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing acceleration of the Restricted Covenant Units is adequate 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 accelerated vesting of the Restrictive Covenant Units, or payment of 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 for given to Employee hereunder is expressly and completely conditioned upon Employee’s 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 breach or threatened breach of this Agreement by the Employee.

Consideration. In exchange for the promises made hereinFor and in consideration of Employee's decision to enter into this Agreement, the Parties agree thatCompany agrees as follows: a. As 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 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 Executiveunemployment 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 final Base Compensation right and/or obligation to truthfully respond to any inquiry and/or provide any documentation requested by the UC agency; and Final Bonus (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 “qualified beneficiary”) may elect to continue coverage under the group health plan 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after the Separation Date and ). Employee will receive a notification of information regarding COBRA continuation rights and responsibilities from the Company’s third-party COBRA administrator under separate cover. Provided EXECUTIVE validly The Company will provide the Employee with a payment in the gross amount of $29,634, less taxes and timely elects COBRA other legally required withholdings and deductions, intended to compensate the Employee for the cost of continuation coverageof 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 extent permitted by law, Employee for the COMPANY cost of outplacement services following termination of employment. F. Employee agrees to pay up to 100% that all PTO will be entered into the Company system of record in advance of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 COMPANYleave being taken. d. 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, 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the your promises made contained herein, the Parties agree that: a. As for Executive’s final Base Compensation if you timely sign 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 return this Agreement (“Effective Date”), the COMPANY agrees to pay EXECUTIVE, and do not thereafter revoke it as set forth herein, cash severance benefitspursuant to Section 3(b) of the Severance Agreement, subject to all applicable federalDiamondRock shall provide you with the following: a. The Company shall pay you $236,000, state and local income and payroll taxes, less tax-related deductions and withholdings, totaling twentywhich is a pro-four rata bonus for fiscal year 2024 determined through the Retirement Date and calculated based on your target bonus for the 2024 fiscal year (24the “Pro-Rata Bonus”). The Company shall pay you the Pro-Rata Bonus no later than sixty (60) months days after the Retirement Date. b. If you elect COBRA continuation coverage, the Company shall pay the full amount of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, premiums that it pays for you and 9 your spouse and dependents as of the Employment AgreementRetirement Date until the earlier of December 31, as well as other provisions 2024 or the end of your eligibility under COBRA for continuation coverage for medical care (the period ending on the earlier of which is the “Severance Period”); provided that if any such insurance coverage shall become unavailable and/or the Company’s insurer refuses to continue coverage for you and your spouse and dependents during the Severance Period, the Company shall be required only to pay to you an amount which, after reduction for income and employment taxes, is equal to the preexisting employer premiums for such insurance for the remainder of the Employment 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 which survive terminationbetween you and the Company with a Grant Date of February 27, 2022. Payments are Vesting of unvested “Stock Units” granted pursuant to begin on the COMPANY’s next regular payroll period after Performance Stock Unit Agreements between you and the Notice PeriodCompany 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 paid on subject to the COMPANY’s regular payroll periods during terms of the severance period applicable stock grant agreements, awards, and as specified 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 Employment Agreement, absence of this Agreement shall be suspended for sixty (60) days from the Retirement Date and shall occur only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which this Agreement does not affect become effective. d. The Company’s Executive Committee issued a memorandum to you dated February 29, 2024 and entitled “2024 Compensation” (the COMPANY’s obligations under this “2024 Compensation Memo”). The 2024 Compensation Memo attached forms of agreement entitled Restricted Stock Award Agreement (the “Pre-Pack2024 RSA Agreement”) and Performance Stock Unit Agreement (the “2024 PSU Agreement” and, together with the 2024 RSA Agreement, the “2024 Equity Awards”). If The Company shall complete the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) 2024 Equity Awards in accordance with COBRA the 2024 Compensation Memo and you shall execute the terms completed 2024 Equity Awards. As of the COMPANY’s group health insurance planRetirement Date, as it may be amended from time to time (you shall become 100% vested in all of the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made Base Shares” granted pursuant to this Paragraph the 2024 RSA Agreement. Vesting of unvested “Stock Units” granted pursuant to the 2024 PSU Agreement shall be included in his taxable income to the extent required governed by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRASection 4(d) 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 2024 PSU Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under Nothing in this Agreement if he fails shall be construed to return all assets and equipment provided require the Company to him make any payments to compensate you for the performance of his dutiesany adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 3.1 The aggregate consideration payable by the Buyer for the promises made herein, sale and purchase of the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to Sale Shares under this Agreement or otherwise as part of the Employment Agreement, Transaction (the following items described in clauses 1(a)(i) through 1(a)(vi“Consideration”) shall be paid or provided by the COMPANY to EXECUTIVEan aggregate amount equal to: (i) EXECUTIVE 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 entitled responsible for the arrangements between the Sellers and the Company in relation to nor 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 Buyer shall he receive any Management Bonus under pay the Employment Agreement;Cash Consideration due to each Seller to either a Nominated Account (if notified by an Institutional Seller to the Company) or to the Company’s Account. (ii) EXECUTIVE 3.4 The Buyer shall not be entitled obliged to nor shall he receive any Retention Bonus under procure the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under issuance of Rollover Securities unless 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 Rollover Condition has been incurred but not reimbursed satisfied or waived by the Separation 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. If the Buyer has received a valid Alternative Consideration Election from a Rollover Seller by the Unconditional Date the Buyer shall, subject to substantiation prior Clause 3.4, at Completion, procure the issuance to such date Rollover Seller(s) of the Rollover Securities. 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 EXECUTIVE in accordance with the COMPANY’s expense reimbursement policiesRollover Securities Value of any Rollover Securities issued to such Rollover Seller. b. After 3.7 For the effective date avoidance of this Agreementdoubt, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 surplus Rollover Amount that is not so used to satisfy the issue of a whole Neo Security shall be paid by to the COMPANYrelevant Seller as Cash Consideration. d. Notwithstanding any contrary provisions 3.8 Any amount that is paid in respect of a breach of the applicable Stock Option Award Agreements governing stock options granted 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 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 calculated on an after tax basis. 3.10 To the extent that any amounts that are relevant to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, if applicable, any outstanding stock options with respect this Clause 3 or otherwise in relation to the COMPANY’s stock held by EXECUTIVE on calculation of Consideration are in a currency other than US Dollars, such amounts shall be converted into US Dollars using 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 provisionsAgreed Exchange Rate. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinmutual covenants set forth in this letter, following your execution of this Agreement and the Company's actual receipt of the signed original of same (the "Effective Date"), the Parties Company will agree that: a. As for Executive’s final Base Compensation to provide the financial 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 EXECUTIVEother consideration as set forth below: (i) EXECUTIVE shall not be entitled the Company will continue to nor shall he receive any Management Bonus under pay an amount equal to your regular salary, less all customary and required taxes and employment-related deductions, in accordance with the Company's normal payroll practice from November 19, 2001 through the expiration of the Special Employment AgreementPeriod ("Special Employment Period Payments"); (ii) EXECUTIVE shall not be entitled you will continue to nor shall he receive any Retention Bonus participate in the Company's benefit plans, to the extent permissible under the plan documents, during the Special Employment Agreement;Period, including stock option vesting, under the same terms and conditions as you currently are participating; -------------------- Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (iii) EXECUTIVE shall in the event that you do not be entitled continue to nor shall he receive any company car work a sufficient number of hours during your Special Employment Period to remain on the Company's group health insurance plan and such reduction in hours constitutes a qualifying event under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("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 AgreementPeriod. 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) EXECUTIVE shall not 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 entitled eligible to nor shall he receive any equity grants under exercise all of the Employment Agreement;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) EXECUTIVE subject to Section 2(vi) below, at the conclusion of your Special Employment Period, the Company will provide you with the Supplemental Release, as described in Section 4b of this Agreement. Upon the Company's receipt of the signed Supplemental Release, the Company shall not be entitled pay you in the 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 nor shall he receive any real estate keep whole benefit under continue your participation in the Employment AgreementCompany's health and dental insurance plans during the six month following the Separation Date. The Company will also provide you with outplacement counseling at no cost to you; and,however (vi) The COMPANY if you refuse to execute the 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 (oral or written) or Company policy or practice, and that the foregoing payments and benefits to be provided to you are not intended to, and shall reimburse EXECUTIVEnot constitute, a severance plan, and shall confer no later benefit on anyone other than February 28the parties hereto. You further acknowledge that, 2017 except 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 specific payments and benefits set forth in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is you are not now and -------------------- Portions of this Exhibit were omitted and have been filed separately with 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 EXECUTIVE complies with Articles 7, 8, and 9 Secretary of the Employment Agreement, as well as other provisions Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Employment Agreement which survive terminationSecurities Exchange Act of 1934. 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 not 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would future 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 Agreementother compensation including, on and following the Effective Datewithout limitation, if applicableother wages, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of commissions, bonuses (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 including, equity, stock, stock options, vacation pay, holiday pay or any other form of compensation or benefit), 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Executive shall receive, in full settlement (except as provided herein) of any compensation and benefits to which he would otherwise be entitled under the promises made hereinEmployment Agreement or under any other compensation or benefits plan, program, policy or arrangement maintained by the Parties agree thatCompany in which Executive has at any time been a participant, including without limitation, accrued vacation and other paid time off: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) 2.1 Executive 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 payment for accrued and unpaid base salary through 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 Effective 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 less applicable federal, state and local income and payroll taxes, employment tax withholding and benefit plan deductions. The net amount paid pursuant to this Section 2.1 after applicable deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 withholding shall continue to be paid on the COMPANY’s earlier of the next regular payroll periods during date of the Company following the Effective 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 net amount paid pursuant to this Section 2.2 after applicable withholding shall be paid on the earlier of the 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 period and as specified payment in the amount of $1,461,811.00, less applicable income and employment tax withholding. The net amount after applicable withholding shall be paid within thirty (30) days after the 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, a request for all expenses to which he is entitled to receive reimbursement pursuant to Company policies or his Employment Agreement, only if . The Company agrees to pay such amounts within 10 days of the COMPANY enters into a pre-packaged Chapter 11 bankruptcy date the Executive submits such requests. Executive agrees that 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 which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior medical and dental coverages) for himself and eligible dependants to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part extent available under the terms of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits plan pursuant to Section 4980B the healthcare coverage continuation provisions of the Internal Revenue Code Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”) after ), at the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, same coverage level provided immediately prior to the extent permitted by law, the COMPANY agrees Effective Date (subject to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance any changes in employee coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it that may be amended 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 does not revoke the release contemplated hereunder, the Company shall pay Executive’s COBRA premiums for the lesser of (the “Health Benefits”a) for a period of up to eighteen twelve (1812) months or such shorter period allowed by COBRA from the Separation Date. 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 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 and following the Effective Date; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for 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, if applicableas amended and in 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 outstanding vesting, lapse of time or similar requirements under any stock options option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to the date 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 governed under such plans and programs, as applicable. 2.7 If any annual bonus is paid out under the incentive compensation plan in which Executive participated with respect to the COMPANY2005 plan year, then Executive shall be entitled to a bonus for the 2005 plan year equal to Executive’s stock held by EXECUTIVE on target bonus amount times 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 bonus achievement percentage 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 Agreementsplan, as determined by the COMPANY may determine should compensation committee, which bonus shall be executed to effectuate paid in the foregoing provisions. e. EXECUTIVE acknowledges timing and agrees that he manner as the Company’s other annual bonuses generally, less applicable income and employment tax withholding. This provision shall not be entitled entitle Executive to receive any severance or other payments provided bonus if bonuses are not paid out under this Agreement if he fails to return all assets and equipment provided to him for the performance of his dutiesplan in which Executive was a participant. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As consideration for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Employee's entering into this Agreement, the Company agrees: a) Employee shall receive from the Company a lump sum cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following items expiration of the revocation period described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEparagraph 11 below: (i) EXECUTIVE shall not be entitled 52 weeks of pay, computed at the Employee's regular weekly base salary in effect on the Termination Date (such gross amount equal to nor shall he receive any Management Bonus under the Employment Agreement$150,000); (ii) EXECUTIVE shall not be entitled a bonus payment equal to nor shall he receive any Retention Bonus under the Employment Agreement38% of Employee's annual base salary (such gross amount equal to $57,000); (iii) EXECUTIVE 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 be entitled to nor shall he receive exceed a maximum monthly benefit of $3,000. (ii) If any company car 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 Employment Agreement;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 and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid entirely by the Employee. (iv) EXECUTIVE shall 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 entitled to nor shall he receive any equity grants under considered 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”)qualifying event for COBRA purposes. In such case, the COMPANY agrees Employee may either elect to pay EXECUTIVE, continue such coverage pursuant to COBRA or obtain comparable third-party coverage 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 described 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 “Pre-Pack”Section 2(b)(ii). If the COMPANY approves entry into any bankruptcy plan other than Employee elects COBRA coverage, then during the Pre-PackSeverance Period, the COMPANY shallEmployee will be charged only the amount that such Employee would have paid for such coverage had such Employee remained employed by the Company (the "Employee Premium") (and the Company paying the remainder), prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date end of such Severance Period and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to for the extent permitted by law, the COMPANY agrees to pay up to 100% remainder of the COBRA premiums period, the cost of such coverage will be determined pursuant to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and paid entirely by the terms Employee. If the Employee directs the Company not to deduct the entire amount of Employee Premium for the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA Severance Period from the Separation Date. 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-lump sum paid COBRA coverage shall count against, and reduceunder Section 2(a), 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 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 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. e. EXECUTIVE acknowledges and agrees that he Employee shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.be

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant consideration of Employee's decision to the Employment enter into this Agreement, K-C will provide Employee with the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEalong with other good and valuable consideration: (ia) EXECUTIVE Employee shall not remain an employee of K-C, receiving full-time pay and all benefits to which Employee may otherwise be entitled to nor shall he receive any Management Bonus under the Employment Agreement;entitled, through April 30, 2012. (iib) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under A lump sum separation payment of two (2) times the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under sum of Employee's annual salary plus 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 EXECUTIVE complies with Articles 7, 8, and 9 average of the Employment Agreementlast three (3) years of Employee's bonus payments, 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance planXxxxxxxx-Xxxxx Corporation Severance Pay Plan, in the specific amount of $2,296,823.00. (c) Employee will be paid a prorated portion of any year 2012 award Employee would otherwise be provided under the terms of the Executive Office Achievement Award Program (“EOAAP”). Any award provided to Employee under EOAAP will 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 it may be amended from time to time (the “Health Benefits”) for a period of up to otherwise provided by law and will receive eighteen (18) months or of such shorter period allowed by COBRA from the Separation Date. 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 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 without payment of the applicable Stock Option Award Agreements governing stock options granted premium if Employee elects coverage; provided that such coverage will cease if during that 18-month period Employee obtains coverage through another employer. If Employee is eligible for COBRA medical coverage beyond eighteen (18) months, Employee must pay the applicable premiums for further coverage as provided by law. (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 EXECUTIVE pursuant the Employment Agreement, on and participation in this program. Such program must commence not later than eight months 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 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 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 respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment month following Employee's separation from K-C. Tax withholdings may be applied to the applicable Stock Option Award Agreements, above payments as determined by K-C in its sole discretion. Employee is fully responsible for the COMPANY may determine should be executed payment of all taxes and K-C makes no representation as to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and agrees that he shall not be entitled tax treatment of any severance or other payments provided consideration under this Agreement. All above payments will be made as soon as administratively feasible after the last date of Employee's employment or the date this Agreement if he fails to return all assets becomes final and equipment provided to him for the performance of his dutiesbinding whichever is later. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for the Executive’s final Base Final Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi1(a)(iv) of this 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 be entitled to nor shall he receive any Management Bonus under the Employment Agreementbeen paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE shall not be entitled all PTO accrued but unused through the Separation Date according to nor shall he receive any Retention Bonus under the terms of the Employment AgreementAgreement with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay EXECUTIVE shall not be entitled to nor shall he receive any company car under $1,050,000 representing the Employment Agreementfull amount of the EXECUTIVE’s Management Bonus for calendar year 2014 within one week of the Separation Date; (iv) The COMPANY shall pay EXECUTIVE shall not be entitled to nor shall he receive any equity grants under $950,000 representing the Employment Agreement;full amount of the EXECUTIVE’s Discretionary Bonus within one week of the Separation Date; and (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 2827, 2017 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. After the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the The COMPANY agrees to pay EXECUTIVE, as set forth herein, EXECUTIVE cash severance benefits, subject to all applicable federal, state and local federal income and payroll taxes, deductions and withholdings, totaling twentythirty-four six (2436) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7Sections 7 (as amended herein), 8, 9 and 9 of the Employment Agreement, as well as other provisions 10 of the Employment Agreement which survive termination(the “Severance Payment”). Payments are to begin on shall be paid in accordance with the COMPANYfollowing 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 Notice PeriodSeparation Date which is at least five (5) business days following the Effective Date of this Agreement, and shall continue to be (B) each of the remaining three (3) payments (the “Quarterly Payments”) being paid on the COMPANY’s regular next payroll periods during period following the severance period third, sixth 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part ninth month anniversary dates of the Notice Period 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 such request be made in writing and accompanied with a fair market appraisal within thirty (30) days of the Separation Date. d. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen thirty-six (1836) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(d) shall be included in his taxable income to the extent required by applicable lawto 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 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. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(d) 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 the 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. d. e. The COMPANY agrees to pay 100% of the monthly premiums on the 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 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 Respective Policies listed in (iii) and (iv) above to Cayenne Gxxxxxx. After the 36 month period expires, to the 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 on such policy for the remainder of the 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, if applicable, 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 (ia) 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 (iib) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive 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. e. g. EXECUTIVE acknowledges and agrees that represents that, as of the Effective Date, he shall not be entitled any severance or other payments provided under this Agreement if he fails has returned to return the COMPANY all assets and equipment provided to him for the performance of his dutiesemployment 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. f. 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 exchange consideration for Employee signing this Agreement and General Release, and complying with its terms, Momenta agrees to provide the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation following separation benefits in accordance with and Final Bonus pursuant to the Executive Employment Agreement between Employee and the Company dated as of October 27, 2016 (as amended, the “Employment Agreement”): (a) Four hundred twenty thousand dollars ($420,000), representing an amount equal to twelve (12) months of Employee’s gross base salary as of the following items described in clauses 1(a)(i) through 1(a)(vi) shall date of termination, less lawful deductions, to 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 equal ratable installments in accordance with the COMPANYCompany’s expense reimbursement policies. b. After regular payroll practices over the effective twelve (12) month period beginning on the next payroll date of this Agreement, which is following the eighth (8) 60th day after the EXECUTIVE signs this Agreement 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 on the next payroll date following the 60th day after the date of termination; (c) if Employee is eligible for and timely elects to continue his medical, dental and/or vision health insurance coverage pursuant to COBRA, the Company shall continue to 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 coverage through a new employer (the “Effective DateContribution Period”), toward the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state cost of Employee’s COBRA premiums the same amount that it pays on behalf of active and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months similarly situated employees receiving the same type of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8coverage. The remaining balance of any premium costs, and 9 of the 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 all premium costs after the Notice 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 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 through another employer; (d) the Company 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior provide benefits to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) Employee in accordance with COBRA and the terms any applicable life insurance, accident and/or disability plans under which he was eligible as of the COMPANY’s group health insurance plan, date of termination consistent with such benefits as it may be amended from time provided to time (the “Health Benefits”) for a period of up to eighteen (18) months or active and similarly situated employees covered by such shorter period allowed by COBRA from the Separation Date. 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 shall count againstplans, 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 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 earlier of (i) twelve (12) months following 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), termination or (ii) the tenth date on which Employee becomes eligible to receive substantially comparable coverage through a new employer (10ththe “Extended Benefits Period”); provided, however, that if such plans do not permit continued coverage of Employee following the date of termination, the Company shall 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) anniversary Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of grant 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 respective applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the earlier of three months after the Extended Vesting Date and the original expiration date of the Outstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a 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 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 option. The COMPANY awards and EXECUTIVE agree to executive such other documents 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 foregoingperiod of twelve (12) months from the date of termination; provided that, including an amendment if any such awards 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 applicable 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 Option Award AgreementsAward, as Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the COMPANY may determine should 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 lawful deductions, to be executed to effectuate paid in equal ratable installments in accordance with the foregoing provisions. e. EXECUTIVE acknowledges 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 agrees that he shall will not be entitled 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 severance or other payments provided remaining unpaid amounts under this Agreement if he fails Section 2(f) will be paid to return Employee in a single lump sum on the Company’s first regular payroll date that occurs after February 22, 2019 (and in all assets and equipment provided to him for the performance of his dutiesevents no later than March 15, 2019). f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange Subject to both (i) Employee executing (and not revoking) a general release in a form substantially similar to the Confidential Voluntary Separation Agreement and General Release attached as Exhibit A to this Transition Agreement on March 31, 2023; and (ii) Employee performing (or being relieved from performing) his duties in Good Faith for the promises made hereinfull duration of the Transition Period, the Parties agree that, as consideration: a. As The Company will pay Employee a total of $400,000 (representing 12 months of Employee’s current base salary), minus required tax and other withholdings (the “Severance Payment”), which will be reported as wages and paid over the course of 12 months in biweekly installments consistent with the Company’s normal payroll cycle, starting with the next regular payroll after the expiration of the revocation period provided for Executivein the general release that is in a form substantially similar to Exhibit A to this Transition Agreement. b. Subject to Employee’s final Base Compensation and Final Bonus pursuant enrollment in continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Company will fully subsidize COBRA coverage for 12 months, which will be paid directly by the Company to the Employment Agreementcarrier once Employee elects COBRA coverage. Should Employee decide to continue COBRA coverage after the expiration of the fully-subsidized period of time, Employee will need to pay the following items described full premium plus any applicable administrative fee directly to the COBRA administrator. c. The Company will agree to modify the employee and independent contractor non‑solicitation obligations contained in clauses 1(a)(iSection 3(c)(i) through 1(a)(viof the RCA so that Employee may (i) shall solicit, knowingly induce, and/or encourage Xxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx Xxxxxxxx, and/or Xxxx Xxxxxxxxxx to leave the employment of the Company; (ii) hire Xxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxxxx, and/or Xxxx Xxxxx on his own behalf or on behalf of any other person or entity; and (iii) solicit, knowingly induce, and/or encourage to leave the employment or any other service of the Company and/or hire on his own behalf or on behalf of any other person or entity any employee or independent contractor who provided services to the Company during the one year period preceding Employee’s separation, provided that the Company’s General Counsel or their designee first consents in writing, such consent not to be paid unreasonably withheld. For the avoidance of doubt, this Transition Agreement does not supersede, replace, or modify any provision of the RCA other than its Section 3(c)(i). Employee acknowledges that the Company has made no representation about the tax consequences of the Severance Payment or any other consideration provided by the COMPANY 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made Employee pursuant to this Paragraph shall be included in his taxable income Transition Agreement. Employee agrees to indemnify and hold the extent required by applicable law. EXECUTIVE Company harmless for any and all claims, taxes, or penalties asserted against the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 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 earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term Company 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance Severance Payment or other payments consideration provided under by the Company pursuant to this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Transition Agreement.

Consideration. In exchange Provided EMPLOYEE does not revoke his signature within the permissible seven (7) day period described in Paragraph 15 below, and provided EMPLOYEE otherwise complies with his obligations under this Agreement, EMPLOYEE will receive the following payments and benefits from SNB in consideration for the promises made herein, the Parties agree thatsigning this Agreement: a. As for Executive(a) SNB will pay EMPLOYEE $178,461.54 representing 32 weeks’ base pay at EMPLOYEE’s final Base Compensation and Final Bonus pursuant to current pay rate, less all deductions required by law (the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) “Separation Payments”). The Separation Payments shall be paid or on a bi-weekly basis in accordance with SNB’s normal payroll procedures and will commence with the first full payroll period that occurs after SNB’s receipt of an original of this Agreement signed by EMPLOYEE and the expiration of the seven-day revocation period addressed in Paragraph 15 below; and (b) SNB will continue to pay the employer’s portion of the premium for continued group health, vision, and dental insurance in the plan in which EMPLOYEE is currently enrolled, for coverage through October 31, 2016 (the “Separation Benefits”), provided by the COMPANY to EXECUTIVE: that, after his termination, (i) EXECUTIVE shall not be entitled EMPLOYEE timely elects to nor shall he receive any Management Bonus continue such group health, vision, or dental insurance under the Employment Agreement; Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under EMPLOYEE pays the Employment Agreement; EMPLOYEE’s portion of the premium for such continued group insurance, and (iii) EXECUTIVE EMPLOYEE remains eligible for such coverage during the period for which the Separation Benefits are to be paid. If EMPLOYEE chooses to continue his group health, vision or dental insurance after October 31, 2016, EMPLOYEE will be solely responsible to pay all premiums for such insurance. The period during which SNB continues to pay the employer’s portion of the premium shall not be entitled to nor shall he receive any company car part of EMPLOYEE’s 18-month eligibility period under COBRA (or such longer period for which EMPLOYEE may be deemed eligible under the Employment Agreement; (iv) EXECUTIVE shall not terms of the applicable plan document(s)). All terms of coverage will 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 COBRA as specified described in the Employment Agreementseparate COBRA notification form that will be given to EMPLOYEE, 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance planapplicable plan document(s). EMPLOYEE acknowledges and agrees that, if he accepts an offer of reemployment by SNB as it may be amended from a full-time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from regular employee before the Separation Date. EXECUTIVE understands Payments and agrees that payments made pursuant Separation Benefits described above are fully paid, his right 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 shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled continue 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 those Separation Payments 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 earlier of (i) the expiration date of the original “Option Period” Benefits will end 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 such offer of grant reemployment is accepted. In the event EMPLOYEE is rehired by SNB, all other terms 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets shall remain binding and equipment provided to him for the performance of his dutieseffective. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of Employee’s acceptance of the promises made herein, the Parties agree that: a. As for Executive’s 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 terms of this Agreement, Employer will provide Employee with consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay Employee Three Hundred and Sixty Thousand Dollars ($360,000), less any required deductions or withholdings, to be paid to Employee in a lump sum payment on Employer’s first payroll period following the later of the Effective Date and March 19, 2021. This amount is equivalent to twelve (12) months of Employee’s current base salary ($257,758), compensation Employee would have earned under the eighth (8) day after the EXECUTIVE signs this Agreement Employer’s Annual Incentive Plan (“Effective DateAIP”) for 2020 had Employee remained employed through the 2020 AIP payment date ($77,327), and compensation in recognition of the fact that Separation Date will occur prior to the vesting date of certain Restricted Stock Units granted under the Company’s 2015 Long-Term Incentive Plan, among other considerations. b. Provided that Employee timely elects continuation health insurance coverage under COBRA, Employer shall pay Employee’s full monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until June 30, 2021 (the “Continuation Period”), subject to the COMPANY 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 have no further obligations under this subsection. c. Employer agrees not to contest any application for unemployment benefits that Employee makes after the Separation Date in connection with Employee’s separation of employment with Employer (unless Employee obtains employment elsewhere), but cannot guarantee that Employee will receive unemployment benefits. If required to provide information to the New York State Department of Labor or similar agency, Employer will answer truthfully, but will state its position that it does not intend to contest Employee’s application for unemployment benefits. 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 pay EXECUTIVEdefend, as set forth hereinindemnify, cash severance benefitsreimburse and hold Employer harmless for any and all taxes, subject to all applicable 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 and or local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 taxing authority by reason of the Employment Agreementpayments made pursuant to this Section 3, as well as other provisions the absence of the Employment Agreement which survive terminationwithholdings and deductions made from those payments and/or Employee’s non-payment or late payment of taxes due with respect to such payments. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, Employee alone assumes all liability for all such amounts. The compensation 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 benefits under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior Section 3 are intended to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to comply with or be exempt from Section 4980B 409A of the Internal Revenue Code of 1986, as amended (“COBRA”) after amended, and the Separation Date 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 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 agrees continue to pay up to 100% of the COBRA premiums to continue medical, dental, regular wages and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from employment related benefits through the Separation Date. EXECUTIVE Except as described below, all employment-related benefits shall cease on February 12, 2021. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus (including under the 2021 AIP), 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 this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee participated. g. Employee acknowledges and agrees that by executing this Agreement, and 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 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 Employee pursuant to any incentive plan that Employee was a participant in. Pursuant to the terms of this Agreement, Employee is entitled to no other compensation, commission, bonus, stock award, benefit, or other form of compensation. Employee understands and agrees that the payments made pursuant in this Section are inclusive of any accrued, unpaid time off/vacation 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 shall count against, and reduce, the which Employee might otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to and that Employee will not receive COBRA coverage that is not so paid by the COMPANYany additional payment for such time. d. 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, 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation agreed to by you and Final Bonus pursuant to the Employment Viisage in this Letter Agreement, contingent on the expiration of the seven day revocation period described in Exhibit A, each of the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by occur: Xxxxxxx X. Xxxxxx July 26, 2006 Page 2 A. On 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 Termination Date, subject to substantiation prior to such date by the EXECUTIVE Viisage shall pay you aggregate severance in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date a lump sum amount of this Agreement$225,000, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees equal 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) 12 months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7your current base salary, 8less applicable tax deductions, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted withholdings required by law, and authorized deductions. B. On the COMPANY agrees to Termination Date, Viisage shall pay up to 100% you a prorated bonus payment for 2006 based on your current target bonus of $100,000, less applicable tax deductions, other withholdings required by law, and authorized deductions. C. Viisage shall pay you on the COBRA premiums first pay period following the Transaction Date, your earned Integration Incentive Bonus of $20,000, less applicable tax deductions, other withholdings required by law, and authorized deductions. D. Provided that you elect to continue medicalto participate in the Company’s group medical and dental insurance plans under COBRA, dental, and vision insurance which entitles you to continue your coverage under the COMPANY’s group health insurance plan those plans for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or following the Termination Date, Viisage shall, for the first twelve (12) months of your COBRA period, pay the same percentage of your monthly premiums that it pays for active employees with the same coverage. For the remainder of the COBRA period you will be solely responsible for payment of your full monthly premiums. E. Provided that you remain eligible under the terms of the Company’s disability and life insurance plans and applicable law, you may continue to participate in such shorter plans for up to twelve (12) months following the Termination Date, during which period allowed by COBRA from the Separation Company will pay the same percentage of your monthly premiums that it pays for active employees. F. Because the Transaction constitutes a “Change in Control” as defined in your outstanding stock option agreement, all of such stock options shall immediately become vested in full on the Transaction Date. EXECUTIVE understands and agrees that payments made pursuant Notwithstanding the provisions of your stock option agreement, effective upon the Termination Date, you will have the right to this Paragraph shall be included in his taxable income exercise those vested options at any time on or prior to the extent required by applicable lawFebruary 20, 2007. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 All other provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on option agreement shall remain in full force 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 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 provisionseffect. e. EXECUTIVE acknowledges G. Viisage shall permit you to retain at no charge your cellular telephone and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his dutieslaptop computer. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee signing this Agreement and General Release and complying with it and the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the terms of her Employment Agreement, CuraGen agrees upon the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVESeparation from Service Date: (ia) EXECUTIVE shall not be entitled To pay to nor shall he receive any Management Bonus under Employee the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under lump sum amount of $223,660 less applicable taxes and withholdings, solely on account of involuntary severance as soon as administratively practicable following satisfaction of 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 EXECUTIVEconditions for payment specified in paragraph 3 and 4.c., but no later than February 28, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by sixty days after the Separation from Service Date, subject . b) If Employee properly and timely elects to substantiation prior to such date by continue coverage under the EXECUTIVE Company’s group health plan in accordance with the COMPANYplan’s expense reimbursement policies. b. After COBRA continuation requirements, CuraGen will cause the effective date cost of this Agreement, which is COBRA coverage for the eighth Employee (8) day after and her eligible covered dependents) to be adjusted such that the EXECUTIVE signs this Agreement (“Effective Company shall pay premiums at the same percentage as if the Employee were still then actively employed for a period commencing on the Employee’s Separation from Service 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 EXECUTIVE complies with Articles 7, 8, and 9 ending on the earlier of either January 31, 2009, or the date on which the Employee becomes eligible to participate in any other employer sponsored group health plan, all as provided under Paragraph 11(C) of the Employment Agreement. Thereafter, Employee shall be entitled to continue such COBRA coverage for the remainder of the COBRA period 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 well as other 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 survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, and such severance 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Paymentinvoluntary severance. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Agreement and General Release (“Agreement”), and complying with its terms, including the promises made herein, restrictive covenants in paragraph “11” and the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described notification requirements 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 paragraph “12” of this Agreement, which is Employer agrees: (a) to pay to Employee Six Hundred Ninety Six Thousand Dollars and no Cents ($696,000.00), less usual and customary payroll deductions over the eighth eighteen (8) 18) month period immediately following the Separation Date (the “Severance Period”); provided that notwithstanding the foregoing, in no event shall any installment of severance payable pursuant to the foregoing sentence be paid prior to the thirtieth (30th) day after following the EXECUTIVE signs this Agreement Separation Date (the “Effective Delayed Start Date”) and any such installment of severance that otherwise would have been paid between Employee’s Separation Date and the Delayed Start Date shall instead be paid in a lump sum on the Delayed Start Date (without interest); (b) subject to (x) Employee’s timely election of continuation coverage under COBRA and (y) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an active employee of the Employer, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Employer shall continue to be paid on pay the COMPANYpremiums for Employee’s regular payroll periods health insurance coverage during the severance period and as specified in Severance Period to the Employment Agreement, only if same extent that the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, Employer paid for such coverage immediately prior to the filing of any such planEmployee’s termination, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition manner intended to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to avoid any excise tax under Section 4980B 4980D of the Internal Revenue Code of 1986, as amended amended, subject to the eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, the Employer payments described in this Section 1(b) shall end as of the date Employee becomes eligible to participate in another employer-sponsored group health plan as a result of his employment (a “COBRANew Plan”) regardless of whether Employee actually enrolls in such New Plan. Employee agrees to notify the Employer in writing within one (1) day following the date Employee becomes eligible to participate in a New Plan; (c) to pay to Employee Fifty Thousand Dollars and no Cents ($50,000) in connection with Employee’s relocation from Quincy, Illinois, less usual and customary payroll deductions, within ten (10) business days after the Separation Date and revocation period for this Agreement expires; and (d) Employer will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverageprovide outplacement assistance to Employee through Xxxxx X. Xxxxxxxxxx & Associates, to Inc. during the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a twelve month period of up to eighteen (18) months or such shorter period allowed by COBRA from immediately following the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s 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 I acknowledge that my consulting arrangement with Company and the opportunity to receive the payments and benefits described in the Independent Contractor Services Agreement between Company and me, dated August 1, 2011, (the “Consulting Agreement”) as well as the benefits set forth in Section (a)(ii) and (a)(iii), below, collectively and individually, constitute sufficient and valuable consideration for this Agreement. Capitalized terms not defined herein shall not be entitled to nor shall he receive any Management Bonus under have the Employment meaning ascribed in the Consulting Agreement;. (ii) EXECUTIVE shall not be entitled Subject to nor shall he receive any Retention Bonus my compliance in all respects with the terms and conditions of this Agreement and the Consulting Agreement, Company will (i) reimburse me for the actual premium cost of continuation coverage under the Employment Agreement; Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and Cal-COBRA (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 EXECUTIVEcollectively, 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 DateCOBRA”), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state for me and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement my spouse under Company’s group health plans in which survive termination. Payments we 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, enrolled immediately prior to the filing Effective Date (subject to any plan changes that Company might make from time to time), for the period beginning on the Effective Date and ending on the third anniversary of any such planthe Effective Date; and (ii) pay me an amount equal to $30,000 (estimated to be the cost of a private health insurance policy for my spouse and a supplemental Medicare policy for myself for two years, make all payments which amount shall be proportionately reduced in the event the insurance specified is not required due to EXECUTIVE hereunder my death or my spouse’s death before the payment becomes due). Company shall pay me the amounts described in clause (i) monthly in arrears for the first three years following the Effective Date, provided that I have supplied Company with copies of receipts showing my payment of the COBRA premiums for each monthly period. Company shall pay the amount described in clause (ii) in a lump sumsum within ten (10) days following the third anniversary of the Effective Date. The severance I acknowledge and agree that my spouse and I shall be responsible for all matters relating to the insurance coverage described in this section, including, without limitation, our election of or application for such coverage and payment for such coverage. I further acknowledge and agree that if my service to the Company terminates before the end of the Consulting Period (as defined in the Consulting Agreement) for any reason, the benefits and payments provided for in this paragraph are in addition section will cease pursuant to and not part the provisions of Section 15.3 of the Notice Period PaymentConsulting Agreement. c. EXECUTIVE may have (iii) Subject to my compliance in all respects with the right terms and conditions of this Agreement and the Consulting Agreement and my remaining continuously employed by Company through July 31, 2011 and my continuously performing consulting services for Company through March 15, 2012, I shall be eligible to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time 2011 annual bonus (the “Health Benefits2011 Annual Bonus”), prorated to reflect the number of months during 2011 that I served as Senior Vice President, Buying. The 2011 Annual Bonus shall be calculated at a base amount of $87,500, which amount will be adjusted up or down by the same percentage as Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for its fiscal year 2011 increases or decreases from Company’s EBITDA for its 2010 fiscal year. For the purposes of this Agreement, Company shall determine the EBITDA in its sole discretion, on a basis consistent with how Company calculates its EBITDA for its fiscal year 2011. If I meet the eligibility requirements set forth above, Company will pay me the 2011 Annual Bonus at the same time as other annual bonuses generally are paid to other Company executives, which is anticipated to occur in March of 2012. I agree that I am not be entitled to any other bonus payment whatsoever for any period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Datetime. 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 I agree that the foregoing period of COMPANY-paid COBRA coverage shall count againstbecause my employment is ending on August 1, and reduce2011, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) I would not be entitled to receive COBRA coverage that is not so paid by any bonus from Company in the COMPANY. d. Notwithstanding any contrary provisions absence of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinProvided Employee has timely executed this Agreement without alteration and complies with its terms, the Parties agree thatCompany agrees to provide to Employee the following severance benefits: a. As for ExecutiveCompany will pay Employee severance payment in the amount equal to Employee’s final Base Compensation and Final Bonus pursuant to Salary as defined in the Employment AgreementAgreement (on the basis of an annual salary of $450,000 per year (equal to $37,500 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will be paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of 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 Company’s receipt of an original of this Agreement signed by the Employment Agreement; Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (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 eighth day after 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 execution of this Agreement, which is with Employee not exercising the eighth (8) day after the EXECUTIVE signs right to revoke this Agreement (“Effective Date”), during the COMPANY agrees 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and must be executed within 47 days from the date this Agreement was first presented 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 EXECUTIVE complies with Articles 7, 8, and 9 Employee. b. Per the terms of the Employment Agreement, as well as other provisions Company will reimburse Employer’s share of group health plan benefits premiums under the Employment Agreement which survive termination. Payments are to begin on Company’s plan for the COMPANY’s next regular payroll 12-month period after following the Notice Period, date of termination per the terms and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified conditions provided for in the Employment Agreement. Further, only if to receive reimbursement, Employee must submit to Company on a monthly basis copies of the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect premium invoice from the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing COBRA administrator and proof of any such plan, make all payments due to EXECUTIVE hereunder in a lump sumtimely payment of premium and continuation of benefits. The severance payments provided Employee’s share of COBRA benefits premiums will be adjusted for in this paragraph are in addition to and not part of the Notice Period Paymentnew plan year beginning January 1, 2022. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and The Employee will receive a notification Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of COBRA rights under separate cover. Provided EXECUTIVE validly the Company. d. The Employee’s outstanding stock option awards (“Option Awards”) to acquire shares of Class A Common stock of vTv Therapeutics Inc. (“vTv”) as of the date hereof shall continue to remain outstanding and timely elects COBRA continuation coverage, vest (to the extent permitted by law, not yet vested) and shall be fully vested at the COMPANY agrees to pay up to 100% end of the COBRA premiums to continue medicalTransition Period. In addition, dental, and vision insurance coverage under notwithstanding anything in the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income Option Awards to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock a termination of employment, any previously unexercised Options held by EXECUTIVE on the Separation Date may Employee shall be exercised exercisable until the earlier of (i) the expiration date last day of the original “Option Period” as defined under such Stock Option Award Agreements Period (or such comparable defined term relating to which for the period avoidance of exercisability of the stock options), or (ii) doubt shall in no event be more than the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive grant) or such other documents earlier date, if a Change 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Control occurs

Consideration. In exchange consideration for signing and delivering to Xxxx X. Xxxxxxx the letter from Employee in the form attached hereto as Exhibit "A" and this Agreement and General Release (and not revoking such Agreement and General Release) and in compliance with the promises made herein, Employer agrees to provide Employee the Parties agree thatfollowing within ten (10) business days after the revocation period described in Section 4 of this Agreement expires: a. As A lump sum severance payment to Employee in the amount of $262,500.00, less lawful deductions. This amount includes payment for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) any accrued but unused vacation or other time off. This payment shall be paid or provided by the COMPANY to EXECUTIVE: (i) EXECUTIVE considered settlement of, inter alia, Employee wage claims but shall not be entitled to nor shall he receive any Management Bonus considered compensation for purposes of Employer's 401(k) plan; and b. Employee's health insurance benefits will continue until NOVEMBER 30, 2004. Thereafter, upon electing continuation coverage (COBRA) under the Employment Agreement; Employer's group medical and dental plans and by paying the applicable employee contribution (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under at active employee rates, with Employer subsidizing the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under remainder of 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”applicable COBRA rate), 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Employee will participate 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s Employer's group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) dental programs for a period of up to eighteen one month (18) months i.e., through December 31, 2004), or such shorter period allowed by COBRA from the Separation Dateuntil Employee obtains comparable coverage, whichever is earlier. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph Thereafter, Employee 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 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 continue such coverage under COBRA, at his or her own expense and being responsible for the entire applicable COBRA coverage that is not so paid by premium for the COMPANY. d. Notwithstanding any contrary provisions remainder of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant COBRA period. Employee agrees that if she should replace the Employment Agreementhealth benefits provided hereunder, on and following she shall notify Employer that 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 earlier coverage has been replaced within ten days of (i) the expiration date of the original “Option Period” as defined under obtaining 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 provisionsnew coverage. e. EXECUTIVE acknowledges and c. Recognizing that Employer has determined that it has cause to terminate the employment of Employee, the Employer agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for characterize the performance separation of his dutiesEmployee's employment as a voluntary resignation by Employee. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation Provided that you sign and Final Bonus pursuant to the Employment Agreement, the following items described return this Agreement without revoking it as set forth 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 Paragraph 27 of this Agreement, which is the eighth Company will, following your Separation Date: (8) day a) Pay you the equivalent of 52 weeks of pay (the “Severance Period”) at your final annual rate of salary of $400,000.00, less applicable withholding. This amount will be paid in installments on the Company’s regular payroll schedule, in effect at the time of payment, beginning with the first possible normal pay period after the EXECUTIVE signs this Agreement becomes irrevocable in accordance with Paragraph 27 below.The Company may reduce its obligation under this section dollar-for-dollar for every dollar that you earn in base salary during the Severance Period from a new employer. You must notify the Company, in writing, at least ten (“Effective Date”)10) business days prior to accepting any such employment or other service (as an employee or an independent contractor) during the Severance Period, of the proposed base salary and other compensation. You may not defer base salary with your new employer or take any action to avoid the dollar-for-dollar reduction required by this section, and if you do take such action, the COMPANY agrees Company’s obligation under this section may be reduced accordingly by the Company in its discretion. Although the Company does not guarantee any particular tax treatment, all taxable payments and benefits provided under this Agreement are intended to comply with the separation pay EXECUTIVE, exception (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 (24in Treasury Regulation Section 1.409A-1(b)(9)(iii)) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or to qualify as payments that are compliant with all requirements of Code Section 409A regarding payments of deferred compensation paid on a schedule following a separation from service, and are subject to all provisions of the Ascena Retail Group, Inc. Executive Severance Plan regarding compliance with Code Section 409A. Furthermore, the amount payable hereunder shall be subject to setoff, recoupment, defense or other right the Company may have against you, which shall be applied in a manner intended to comply with Code Section 409A; (b) If you have coverage under the group health care plan sponsored by the Company, you will receive from the Company notice of your right to elect continued coverage under such plan in accordance with the provisions of COBRA. Provided you timely elect and enroll in COBRA, and timely pay the premiums at the applicable active employee rate for you and, if applicable, your spouse and eligible dependents (the “Applicable Rate”), the Company will pay the cost for continued coverage pursuant to COBRA less the Applicable Rate until the earliest of: (i) the expiration of the Severance Period (up to a total of 52 weeks); (ii) the first day that you become eligible for coverage under the health insurance plan of a subsequent employer; or (iii) the date you or your eligible dependents cease to be eligible under COBRA (“Company-subsidized COBRA”) after the Separation Date and will receive a ). You shall be obligated to provide prompt written notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees Company of any available alternate health care coverage for which you are eligible and to pay up to 100% of the COBRA premiums premium if you elect to continue medical, dental, and vision insurance coverage your benefits through COBRA after becoming eligible under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) of a subsequent employer. Notwithstanding the foregoing, if the Company, at any time, determines, in accordance with its sole discretion, that the Company-subsidized COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made is providing pursuant to this Paragraph is discriminatory in accordance with the rules established under Section 105(h) of the Internal Revenue Code, then the Company-subsidized COBRA shall cease and any remaining amounts designated for Company-subsidized CORBA shall be included paid as additional severance in his taxable income a lump sum; (c) Pay for up to 12 months of Executive Level Outplacement Service selected by the extent required by applicable lawCompany. EXECUTIVE You understand and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage Company shall count againstselect the service and program applicable to you and that the Company does not warrant or guarantee the services provided by, and reduceor any results obtained or not obtained for you through, such program; and (d) Pay you a lump sum, less applicable withholding, which is equivalent to the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) amount that you would be entitled have been eligible to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions of under the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.annual incentive bonus plan,

Consideration. (a) In exchange consideration for the promises made herein, release of claims set forth below and other obligations under the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described 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 clauses 1(a)(i) through 1(a)(vi) shall full or partial, has accrued. The Severance Payment will 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 out in accordance two equal installments with the COMPANY’s expense reimbursement policies. b. After first half paid with the effective 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, which is the eighth Company shall be entitled to repayment of the Severance Payment described in Section 2(a) of this Agreement. (8) day after b) Employee shall receive an amount of $38,460.80 for accrued 320 hours of paid time off, payable with the EXECUTIVE signs next regular payroll following the Termination Date. (c) Employee shall continue the Company’s health, dental and vision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement Agreement. After December 31, 2018, Employee will be entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Effective DateCOBRA”), if Employee so timely elects and makes the COMPANY agrees necessary payments, to the 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 EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll such taxes, deductions and withholdings, totaling twenty-four any such amounts due will be deducted from the Severance Payment. (24e) months of Base Salary ($795,000.00) provided EXECUTIVE complies In accord with Articles 7, 8, and 9 Section 4.2 of the Employment Agreement, as well as other provisions of business expenses incurred by Employee through 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 Termination Date will 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Paymentreimbursed consistent with Company policy. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As full compensation for the promises made hereinhis services hereunder, the Parties agree that: a. As for Company agrees to pay the Executive’s final Base Compensation , and Final Bonus pursuant the Executive agrees to accept 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 EXECUTIVEfollowing: (ia) EXECUTIVE 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 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 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 entitled carried over from year to nor year, but Executive shall he receive any Management Bonus under the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive compensation for any Retention Bonus under accrued but unpaid vacation at the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under earlier of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under end of each fiscal year of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under Company, or 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 termination of this Agreement, which is as provided herein. (e) In the eighth (8) day after event the EXECUTIVE signs this Agreement (“Effective Date”)Company adopts a stock option plan for the benefit of its employees and the employees of its subsidiary corporations, upon the adoption of such stock option plan, Executive will be a participant in the plan. Until such time as the Company does adopt a qualified stock option plan, the COMPANY agrees Executive is entitled to pay EXECUTIVE, as set forth herein, cash severance benefits, subject receive a minimum of __________ and up to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months __________ warrants per year of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 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 Employment Agreement, Company (change of control is herein defined as well as other provisions the issuance of new shares 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 Company's common stock 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other an amount greater than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 10050% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms number of outstanding shares of the COMPANY’s group health insurance plan, Company's common stock as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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 this agreement), and prior to such change of control, the Company agrees to accept as payment for the exercise of any outstanding warrants in the Executive's possession a promissory note issued by the Executive to the Company, payable in twenty four months from the date of issuance of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection promissory note 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 provisionsinterest rate of ___ percent (_%) per annum. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Provided you: (a) satisfy the terms of Section 1, this Agreement has become effective and your Last Day of Employment is the Last Day of the Transition Period, (b) timely execute Exhibit A (which includes a general release and waiver of claims and other promises made hereintherein and which must be executed on or within twenty-one (21) days following, but not before, your Last Day of Employment) and do not revoke it, and (c) otherwise comply in all material respects with your obligations under this Agreement and your continuing obligations under the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, an executed copy of which is attached hereto as Exhibit B (the “NDA”), other than any such non-compliance that, if curable, is not cured within thirty (30) days after written notice of any such non-compliance, you will be eligible to receive the severance payments and benefits set forth in this Section 3. a) The Company will pay you severance in the amount of $530,875, which constitutes your current annual base salary. The severance will be paid over the twelve (12)-month period following your Last Day of Employment in installments according to the Company’s normal payroll practices, with payments commencing on the first regular payroll date following the sixtieth (60th) day after your Last Day of Employment. The first payment will include any installments not yet paid between your Last Day of Employment and the date of the first payment; b) For the twelve (12)-month period following your Last Day of Employment, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant Company will pay you $1,200 each month, which you may use 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 Agreementcover a portion of your healthcare costs; (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, (vic) The COMPANY shall Company will reimburse EXECUTIVEyou for up to $1,000 in moving expenses that you incur to move your personal furniture out of your office at the Company’s headquarters, no later than February 28, 2017 provided that you timely submit receipts for the EXECUTIVE’s business such 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 COMPANYCompany’s expense reimbursement policies.policy; b. After d) The Company has agreed to provide you with a consulting arrangement in accordance with 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 terms 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Consulting Agreement attached hereto as Exhibit C (the “Pre-PackConsulting Agreement”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack; e) On your Last Day of Employment, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverageyour Outstanding Options, to the extent permitted by lawnot then vested and exercisable, will continue to vest and become exercisable pursuant to their terms during your consultancy pursuant to the Consulting Agreement. Any and all of your Outstanding Options on your Last Day of Employment that are not listed on Exhibit D, to the extent such Outstanding Options are then vested and exercisable or to the extent such Outstanding Options become vested and exercisable pursuant to the immediately preceding sentence, will remain exercisable until December 31, 2022, notwithstanding anything to the contrary in any of the terms of such Outstanding Options (it being understood and agreed that this sentence shall be deemed and treated as an amendment or modification of any contrary term of any of such Outstanding Options). You agree and acknowledge that to the extent that any of your Outstanding Options on your Last Day of Employment that are not listed on Exhibit D are intended to be treated as incentive stock options under Section 422 of the Code, the COMPANY agrees foregoing amendment of such Outstanding Options pursuant to pay this Section 3(e) will result in such Outstanding Options being treated as nonqualified stock options; and f) The Company may award you a pro-rated 2020 annual incentive bonus, subject to the sole and absolute discretion of the Company’s Board of Directors, based on your and the Company’s extraordinary performance during fiscal year 2020. To the extent awarded, any 2020 annual incentive bonus will be multiplied by a fraction, the numerator of which is the number of days in fiscal year 2020 up to 100% and including your Last Day of Employment and the denominator of which is 366. Such 2020 annual incentive bonus will be paid between January 1 and March 15, 2021. g) You will also be paid for any outstanding unreimbursed expenses incurred in accordance with Company policy prior to the Last Day of Employment and submitted for reimbursement in accordance with Company policy. h) The Company will pay you $26,182, payable on or about the time that the Company pays 2019 annual incentive bonuses to its employees, which amount shall represent the amount necessary to compensate you for a prior benefit that the Company was required to provide to you and was not previously provided. For the avoidance of doubt, this amount shall not be considered part of, or taken into consideration by the Company in determining the amount of, your 2019 annual incentive bonus, which amount under this Section 3(h) will be paid to you as and when 2019 annual incentive bonuses are paid to other executives of the COBRA premiums to continue medical, dental, and vision insurance coverage under Company. i) In the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” event that a Change of Control (as defined by COBRA) in accordance with COBRA and the terms of the COMPANYCompany’s group health insurance plan2017 Equity Incentive Plan, as it may be amended from time to time time) occurs within three (the “Health Benefits”) for a period of up to eighteen (183) months or following your Last Day of Employment, you will receive the Change of Control Severance Amount and such shorter period allowed by COBRA from the Separation Date. 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 other benefits (including acceleration of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (all outstanding equity awards) 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 provided under the Employment Agreement, on 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinconsideration of Executive’s acceptance of this Agreement and abidance by its terms and conditions, the Parties agree thatCompany will provide Executive with the following benefits: a. As for (a) Executive shall remain in his current position on payroll and receive full salary and benefits until his Resignation Date, unless otherwise agreed to in writing by the Parties. On the Resignation Date, the Company shall pay Executive a lump sum cash payment in respect of Executive’s final Base Compensation (i) accrued but unpaid base salary earned through the Resignation Date, and Final Bonus (ii) any accrued but unused vacation time earned through the Resignation Date. In addition, the Company shall reimburse Executive for all business expenses incurred on behalf of the Company through the Resignation Date, in accordance with the Company’s policies with respect to the reimbursement of expenses. (b) Executive shall remain a service provider such that Executive’s equity awards and/or stock options with the Company shall continue to vest pursuant to the Employment AgreementPlan terms, until the Resignation Date; (c) Provided that Executive executes, on or within 21 days of February 15, 2019, the following items described Reaffirmation of Settlement and General Release (the “Reaffirmation Agreement”) attached hereto as Exhibit B, and does not revoke the Reaffirmation Agreement in clauses 1(a)(i) through 1(a)(vi) accordance with its terms, then Executive shall be paid or provided by the COMPANY entitled to EXECUTIVEfollowing additional benefits: (i) EXECUTIVE Executive shall not remain eligible for any earned incentive compensation based on his performance as the Company’s Chief Revenue Officer for Fiscal Year 2019. It is understood and agreed that such incentive compensation will be entitled to nor shall he receive any Management Bonus under calculated and paid based on the Employment Agreement;Company’s standard timeline for payment of commissions; and (ii) EXECUTIVE Subject to early termination as set provided in the agreement, Executive shall not be entitled become a non-employee Consultant 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 EXECUTIVECompany’s Chief Executive Officer through February 15, no later than February 282020, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Datea period of approximately 12-months, 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 EXECUTIVEterminable on written notice, as fully 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 Exclusive Consulting Agreement (the “PreExclusive Consulting Agreement”) attached hereto as Exhibit C. As a non-Packemployee Consultant, it is understood and agreed that Executive shall qualify as a “service provider” and will continue time based vesting throughout the term of the Exclusive Consulting Agreement with respect to Restricted Stock Unit (“RSU”) grant number 00005598, 006990 and 00009297 under the Company’s Amended and Restated 2011 Equity Incentive Plan, and the 2018 DocuSign, Inc. Equity Incentive Plan (collectively, the “Plan”). If For the COMPANY approves entry into purposes of clarity, Executive shall not be considered a “service provider” during the term of the Exclusive Consulting Agreement and shall cease all time based vesting on his Resignation Date with respect to RSU grant number 001816 and 003342. Upon termination of the Exclusive Consulting Agreement on February 15, 2020 (or earlier following the terms of that agreement), Executive shall cease to be a service provider under the Plan with respect to RSU grant number 00005598, 006990 and 00009297 and any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior remaining unvested equity on that date shall be cancelled pursuant to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part terms of the Notice Period Payment. c. EXECUTIVE may have Plan. Notwithstanding any other provision of this Agreement to the contrary, if Executive materially breaches any of the covenants under the Confidential Information, Invention Assignment and Arbitration Agreement or his duty of loyalty during the consulting period, then Executive shall forfeit his right to continue certain receive the benefits pursuant to set forth in Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage2(c), to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Datethen unpaid. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph This paragraph shall be included in his taxable income addition to any other remedy at law or in equity available to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 COMPANYCompany. d. 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, 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Subject to and conditioned upon: (a) the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation continued compliance with the terms of this Release, Sections 8 and Final Bonus pursuant to 9 of the Employment Agreement, the following items described in clauses 1(a)(i) Agreement and continued service 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 (b) upon the EXECUTIVE in accordance with the COMPANYExecutive’s expense reimbursement policies. b. After the effective date execution and nonrevocation of this AgreementRelease, and compliance with this Release, which is Release shall have become effective and irrevocable on the eighth (8) 8th) day after following the EXECUTIVE signs date the Executive executes this Agreement Release (the “Effective Date”), and (c) the COMPANY agrees Executive executing on the Separation Date and not revoking the supplemental release in the form attached to pay EXECUTIVEthe Employment Agreement (the “Supplemental Release”), which Supplemental Release shall become effective and irrevocable on the eighth (8th) day following the date the Executive executes such Supplemental Release, the Company shall provide the Executive with the following benefits in connection with the cessation of the Executive’s active employment with the Company in full satisfaction of Section 6(f) of the Employment Agreement as modified by the Letter Agreement (all payments under this Section 3 less applicable withholding taxes): (a) continued payment of the Executive’s Base Salary through the Separation Date, with such Base Salary to be paid in accordance with the Company’s regular payroll practice; (b) reimbursement of all reimbursable expenses that have not been reimbursed as of the Separation Date, with such reimbursement to occur in accordance with the procedures set forth hereinin Section 4(e) of the Employment Agreement and payment for unused vacation to be paid within fourteen (14 days) following the Separation Date; (c) a cash amount equal to $1,125,000 (the “Severance Payment”), cash severance benefits, subject to all applicable federal, state of which $675,000 will be paid on the Effective Date and local income and payroll taxes, deductions and withholdings, totaling the remaining amount shall be paid in equal installments over a period of twenty-four (24) months following the Separation Date (the “Severance Period”); provided, however, that if a Change in Control occurs prior to the end of Base Salary the Severance Period, any unpaid portion of the Severance Payment shall be paid in a single lump sum payment upon the date of such Change in Control; (d) a cash amount equal to $795,000.00270,600 in respect of the Executive’s annual bonus for 2020, payable in full on the Effective Date; (e) provided EXECUTIVE complies during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for Executive and Executive’s eligible dependents COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans, with Articles 7, 8, and 9 such reimbursement to occur in accordance with the procedures set forth in Section 4(e) of the Employment Agreement; provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (except as well as other provisions a result of the Employment Agreement which survive termination. Payments are to begin on Executive’s becoming eligible for coverage under 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, vision or prescription drug plans of a subsequent employer), the Company shall reimburse the Executive all reasonable premium costs incurred by the Executive to provide private medical, dental, vision and vision prescription drug insurance coverage under for the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA Executive and the terms Executive’s eligible dependents that is substantially equivalent to the medical, dental, vision and prescription drug insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the COMPANYExecutive’s group health insurance plantermination, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 earlier of (ix) the expiration date termination of the original “Option Period” as defined Severance Period and the date on which the Executive becomes eligible for coverage under such Stock Option Award Agreements (or such comparable defined term relating the medical, dental, vision and prescription drug plans of a subsequent employer; provided, further, that if the Executive and the Executive’s eligible dependents are not covered by the Company’s medical plan and thus not eligible for COBRA coverage, the Company will pay to the period of exercisability Executive a lump sum payment, on the Effective Date, equal to $3,000, which payment shall be satisfaction in full 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided Company’s obligations under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.clause 3(e);

Consideration. In exchange for addition to the promises made hereinbenefits set forth in Paragraph 1 of this Agreement, and for, and in consideration of, the Parties agree thatcovenants, 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. Executive will further receive, commencing immediately following the Separation Date: a. As for i. continued payment of Executive’s final Base Compensation and Final Bonus pursuant Salary (subject to the Employment Agreement, the following items described in clauses 1(a)(iapplicable tax withholdings) through 1(a)(vifor twelve (12) 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 months from the Separation Date, subject such amounts to substantiation prior to such date by the EXECUTIVE be paid in accordance with the COMPANYCompany’s expense reimbursement normal payroll policies.; b. After ii. the effective date of this Agreementactual earned annual cash incentive, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 if any and as specified in approved by the Employment AgreementBoard, only if payable to Executive for the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement year ended December 31, 2022; iii. reimbursement for premiums paid for continued health benefits for Executive (the “Pre-Pack”). If the COMPANY approves entry into and any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”eligible dependents) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANYCompany’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 plans until the earlier of (i) twelve (12) months after the expiration date of Separation Date, payable when such premiums are due (provided Executive validly elects to continue coverage under the original Consolidated Omnibus Budget Reconciliation Act (“Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock optionsCOBRA”)), 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 tenth later of (10tha) anniversary the date on which the Company makes the final payment to participants of the 2022 Management Bonus Plan, but in no event will be paid later than March 15, 2023, or (b) within seven (7) days following the effective date of grant the Release referenced in Section 7 below. Any amounts above will only be paid following the effective date of the respective stock optionRelease referenced in Section 6 below. 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. e. EXECUTIVE Executive acknowledges and agrees that he shall will not be entitled receive any severance or other payments provided under this Agreement if he fails to return all assets payment for accrued and equipment provided to him for the performance of his dutiesunused vacation and waives any right thereto that may exist. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinProvided Executive timely signs, returns, and does not revoke this Agreement, the Parties agree thatCompany will provide him with the following: a. As for (a) The Company will provide Executive with salary continuation at Executive’s final Base Compensation Salary (as in effect as of the Resignation Date), less applicable taxes and Final Bonus pursuant withholdings, through and including the Resignation Date, (b) Pursuant to Section 5.2(b) of the Employment Agreement, the following items described Company will provide Executive with continued payment of Executive’s Base Salary (as in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by effect as of 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 EXECUTIVEResignation Date), 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 payable in accordance with the COMPANYCompany’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 payroll policy and less applicable federal, state and local income and payroll taxes, deductions taxes and withholdings, totaling twenty-four for a period commencing on the Resignation Date and ending on the twelve (2412) months month anniversary of Base Salary the Resignation Date; ($795,000.00c) provided EXECUTIVE complies with Articles 7, 8, and 9 Pursuant to Section 5.2(c) of the Employment Agreement, as well as other provisions the Company will provide Executive with reimbursement 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior cost of continuation coverage of group health insurance coverage pursuant to the filing Consolidated Omnibus Budget Reconciliation Act of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended 1986 (“COBRA”) after for a maximum of twelve (12) months following the Separation Resignation Date and will 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 agrees Executive elects such COBRA continuation coverage and is eligible and subject to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANYCompany’s group health insurance planplan 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 it may be amended from time to time such term is defined in Section 4.2 of the Employment Agreement) for the Company’s fiscal year ending September 28, 2024 (the “Health Benefits2024 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) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees Any vested and/or unvested interests, if any, that payments made Executive may have 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 shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” Company’s Equity Plan (as such term is defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions in Section 4.5 of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 ) shall 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 treated in connection accordance 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 provisionsterms of such Equity Plan. e. EXECUTIVE (f) Executive acknowledges and agrees 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 shall is not be entitled owed any severance compensation, wages, salary, payments, bonus, remuneration, benefits or other payments income from the Company except as specifically provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for in this Agreement. (g) Executive’s entitlement to receive the 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 this Agreement and his post-employment obligations under the Employment Agreement.

Consideration. In exchange for Subject to compliance with the promises made hereinterms and conditions of this Agreement, including but not limited to Sections 4-9, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant Associate shall receive a one-time payment of $36,000, less applicable withholding, 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 as soon as practicable after the Separation Date, but in no event later than 45 days following the Separation Date. In addition, Walmart and the Associate agree to amend the terms 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 follows: a) Effective as of the Separation Date, Walmart and the 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 (as amended, the “Deferred 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”). 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 “Consideration Schedule”) on the corresponding date for such installment set forth on the Consideration Schedule, subject to substantiation prior 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 date by corresponding installment date, without any interest. Deferred Contingent Merger Consideration that has become payable pursuant to the EXECUTIVE Consideration Schedule is referred to as “Due Merger Consideration”. You will receive the payment of your Due Merger Consideration (without interest) on the last day of the calendar month in which such Due Merger Consideration becomes payable in accordance with the COMPANY’s expense reimbursement policiesConsideration 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 Deferred Merger Consideration Agreement is hereby deleted in its entirety. b. After b) Effective as of the effective date Separation Date, Walmart and the Associate amend the terms and conditions of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement restricted stock units (“Effective DateRSUs) 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”), 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 EXECUTIVE complies with Articles 7, 8, and 9 follows: i. Paragraph 6 of the Employment Agreement, Notification is hereby deleted and replaced in its entirety as well as other provisions of the Employment Agreement which survive terminationfollows: “Forfeiture Situation. Payments are to begin The RSUs that would otherwise vest in whole or in part 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 applicable Vesting Date (the “Pre-PackUnvested RSUs”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall) will not vest and will be immediately forfeited if, prior to the filing of applicable Vesting Date, you violate any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue terms and conditions of that certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986“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 “COBRAForfeiture Situation”) after ). Upon the Separation Date and will receive occurrence of a notification of COBRA Forfeiture Situation, you shall have no further rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, with respect to the extent permitted by law, Unvested RSUs or the COMPANY agrees to pay up to 100% underlying Shares.” ii. Paragraph 7 of the COBRA premiums 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 continue medicalcompensation 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, dentalas amended by this Agreement, and vision insurance coverage under that the COMPANY’s group health insurance plan for EXECUTIVE 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 his “qualified beneficiaries” (effect. d) Except as defined expressly modified by COBRA) in accordance with COBRA and this Agreement, the terms of the COMPANY’s group health insurance planDeferred Contingent Merger Agreement, as it may be amended from time to time (amended; the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from Notification, as amended; the Separation Date. EXECUTIVE understands Offer Letter and agrees that payments made pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE any other agreements between Walmart and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage Associate, shall count against, remain in full force 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 COMPANYeffect. d. 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, 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the promises made hereincovenants undertaken and the releases given by Employee in this Agreement and the Supplemental Release attached hereto as Exhibit A, provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke his signature on this Agreement; signs and returns the Supplemental Release within 21 days of the Separation Date; and does not revoke his signature on the Supplemental Release, the Parties agree thatCompany agrees to provide the following: a. As for Executive’s final Base Compensation The Company shall pay Employee the gross amount of one million and Final Bonus pursuant to eight hundred thousand dollars ($1,800,000), less statutory taxes and withholdings (the Employment Agreement“Settlement Payment”). The Settlement Payment will be paid in two installments, the following items described in clauses 1(a)(ifirst installment of $1,000,000 to occur within thirty (30) 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 days after the Separation Date, subject and the second installment payment of $800,000 to substantiation prior to such occur on or about the first payroll date by the EXECUTIVE in accordance January 2024. In connection with the COMPANY’s expense reimbursement policiesSettlement Payment, the Company will issue a Form W-2 in the regular course of business for each calendar year in which the installment payments are made. b. After the effective date Employee’s Separation Date, the Company will also provide Employee continued coverage under the 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’s active rate for twelve (12) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of this Agreementanother employer, which is comparable to 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 terms and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 conditions of the Employment Agreement, plan Employee is enrolled in 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 Employee’s separate eligibility for continuation of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (health insurance as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid provided by the COMPANY. d. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted federal law known as COBRA begins to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on run at the Separation Date may be exercised until Date. Employee agrees to notify 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement Company promptly if he fails to return all assets and equipment provided to him becomes eligible for the performance of his dutiescoverage under another employer’s comparable plans. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of this Agreement and the promises made release herein, the Parties agree that: a. As for Executiveand Employee’s final Base Compensation and Final Bonus pursuant to the Employment Agreementcompliance with Employee’s obligations hereunder, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by Company will provide Employee with the COMPANY to EXECUTIVEfollowing: (i) EXECUTIVE shall not severance pay of $567,294, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to Employee’s base salary for a period of 12 months, to be entitled to nor shall he receive any Management Bonus under paid in a lump sum on the Employment AgreementCompany’s first regular payroll date following the Effective Date (defined below); (ii) EXECUTIVE shall not 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 entitled to nor shall he receive any Retention Bonus under paid in a lump sum on the Employment AgreementCompany’s first regular payroll date following the Effective Date; (iii) EXECUTIVE shall not 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 entitled to nor shall he receive any company car under paid in a lump sum on the Employment AgreementCompany’s first regular payroll date following the Effective Date; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants after Employee’s insurance coverage under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole Company’s group 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 plans cease as of the Separation Date, subject if Employee timely elects to substantiation prior to such date by receive coverage under the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date Consolidated Omnibus Budget Reconciliation Act 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 19861985, as amended (“COBRA”) after ), the Separation Date and will receive a notification Company shall pay directly the portion of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA premiums paid by Employee for Employee’s continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medicalhealth, dental, and vision insurance benefits coverage under the COMPANYCompany’s group health insurance plan benefit plans, for EXECUTIVE up to 12 months (less all lawful and his “qualified beneficiaries” authorized withholdings and deductions); provided, however, that Employee shall notify the Company if Employee participates in 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 that would have vested during the 12-month period following the Separation Date shall become fully vested as defined by COBRA) of the Separation Date and otherwise treated in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 conditions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on equity compensation plan 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 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 provisionscorresponding award agreements. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s adherence to the promises made herein, the Parties agree Employer agrees that: a. As (a) Employer will pay Employee severance in the form of salary continuation for Executivea period of seventy-two (72) weeks in the amount of Employee’s final Base Compensation normal base salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this Agreement and Final Bonus 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 a Form W-2 shall be issued in connection with check (ii). The settlement checks shall be delivered to Attorney Xxxxxx within ten (10) days of the 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 cost of such continuing coverage for the length of the severance period set forth in 2(a) up to a maximum of $500 per month with the 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 maximum 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 Employment 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 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 be paid, in the same manner and time as above, by Employer to Employee’s designated beneficiary that he names here: My designated beneficiary for such payments is Xxxxx Xxx Xxxxxxxx; and (h) Upon the expiration of the revocation period in paragraph 4 and retroactive to the Effective Date, Employee shall become a consultant to Employer per the terms of Exhibit A. Employer has represented that it does not expect to retain Employee’s Services under the Consulting Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall and Employee has no expectation that he will be paid or provided by the COMPANY to EXECUTIVE:retained for such Services; and (i) EXECUTIVE 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 be entitled alleged.” Employer shall take no affirmative actions seeking to nor shall he receive any Management Bonus under the Employment Agreement;preclude Employee’s recovery of unemployment benefits; and (iij) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under On the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under first regular pay day following the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under execution of this Agreement and the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under expiration of the Employment Agreement; and, (vi) The COMPANY revocation period set forth in Paragraph 4, Employer shall reimburse EXECUTIVEEmployee for 15 accrued, 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 policiesunused PTO days. 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Agreement and General Release and compliance with the promises made herein, the Parties agree thatEmployer agrees: a. As to pay Employee the equivalent of one year's salary, $162,500 (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 Employer, except that the first portion of the one year salary (for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreementperiod from June 8, 2002 through the following items described in clauses 1(a)(i) through 1(a)(vipayroll period immediately preceding expiration of the revocation period) 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part , less lawful deductions, by direct deposit within ten days after the end of the Notice Period Payment.revocation period; b. to continue Employee'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 contribution shall be no greater than employee's contribution would have been if she were still employed by the Employer; c. EXECUTIVE may have to commence the period of Employee's receipt of COBRA on June 8, 2003, at the end of the salary continuation period at her own expense; d. to provide Employee with outplacement services with Drake, Beam and Morin in the Senior Executive Program for the period of six montxx, xo commence at Employee's option at any time within two months after the end of the revocation period. After six months, Employer has the right to continue certain benefits pursuant to Section 4980B evaluate Employee's use of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dentalsaid services, and vision insurance coverage under thereafter, Employer may extend outplacement services on a month-to-month basis for the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18one year, at the Employer's discretion. If Employee obtains employment at any time during the 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 or such shorter period allowed by COBRA from the Separation Datedate 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 Seventeen Thousand Five Hundred Dollars ($17,500), less lawful deductions, within ten days after the end of the revocation period by direct deposit; g. if Employee obtains employment or decides for any other reason at any time prior to the cessation of her salary continuation as provided in paragraph 2(a), Employee may elect a lump sum payment (to be paid by direct deposit within ten days of the request) of the then remaining salary continuation as provided in paragraph 2(a). EXECUTIVE understands If Employee makes such an election: (1) Employee's medical, dental and agrees that payments made pursuant to this Paragraph prescription insurance benefits as provided in paragraph 2(b) 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 discontinued, (2) Employee shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by immediately become eligible for 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.; and

Consideration. In exchange As consideration for the promises made hereincovenants set forth in Section 3, and subject to your execution and non-revocation of a Release (as defined in Section 6(b)) within the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment time limits set forth in this Agreement, the following items described Company agrees as follows: (a) In connection with the termination of your employment with the Company (irrespective of the reason for, or manner of, such termination), unless your employment is terminated due to your death or Disability, the Company, subject to the Company’s waiver right set forth in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVESection 7, shall: (i) EXECUTIVE shall not be entitled 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 nor shall he receive the highest annualized base salary paid to you at any Management Bonus under time during the Employment Agreementone-year period immediately preceding the termination of your employment (hereafter referred to as your “Base Salary”); (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 the Company’s ability to such date by do the EXECUTIVE same in accordance with the COMPANY’s expense reimbursement policies. b. After terms of 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 EXECUTIVEapplicable program documents and applicable law, as set forth hereindetermined by the Company in good faith, cash severance benefits, subject to all applicable federal, state continue your eligibility and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 participation in the Employment Agreement, only following benefit programs: (A) if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy you choose to enroll in continued medical and/or dental plan coverage for which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior you are eligible pursuant to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after and you actually enroll within the Separation Date and will receive applicable statutory period, the Company shall pay a notification portion of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, the premiums for such coverage in an amount equal to the extent permitted by law, the COMPANY agrees to pay up to 100% amount of the COBRA premiums it paid on your behalf for coverage in such plans immediately prior to continue medical, dental, and vision insurance coverage under your termination of employment (which payments shall be includible in your taxable income) until the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” earliest to occur of (as defined by COBRAx) in accordance with COBRA and the terms date of termination of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 COMPANYtwo-paid COBRA coverage shall count against, and reduce, the otherwise applicable year period during which the EXECUTIVE covenants set forth in Section 3 are in effect, (y) the date on which COBRA benefits cease to be available to you under applicable law or (z) the date on which you enroll in another medical plan (and his 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 ceases under applicable law, you may continue to participate in such coverage thereafter at your expense to the 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 the premiums (on a semi-annual basis) for the Company-provided life insurance you elect to “qualified beneficiariesport” following your termination of employment (as defined 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 COBRA) would be entitled to receive COBRA coverage that is not so paid you for Good Reason or by the COMPANY. d. Notwithstanding any contrary provisions Company without Cause, the Company shall pay you on account of each annual bonus period ending during the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant two-year period in which the Employment Agreementcovenants set forth in Section 3 are in effect, on and following the Effective Datein accordance with Section 6, if applicable, any outstanding stock options with respect an annual bonus amount equal to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier lesser of (i) the expiration date of “target” amount that you would have been eligible to receive under the original Company’s annual bonus plan for corporate non-commissioned employees (the “Option PeriodAnnual 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 defined under such Stock Option Award Agreements (or such comparable defined term relating opposed to the period of exercisability of the stock optionsmaximum level), or (ii) if the tenth 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 (10thii) anniversary 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 of grant on which the bonus payments are actually paid out shall not apply for the purposes of the respective entitlement under this Section 5. (c) PAETEC Holding shall provide in each agreement evidencing awards of stock option. The COMPANY and EXECUTIVE agree options, stock appreciation rights, restricted stock, stock units or other equity-based awards granted to executive such other documents in connection you on or after the date of this Agreement (collectively, the “Applicable Awards”) that: (i) if your employment with the foregoingCompany is terminated by you for Good Reason or by the Company without Cause, including an amendment 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 employment with the Company for purposes of determining the expiration date of your Applicable Awards); and (A) immediately prior to the applicable Stock Option Award Agreementsconsummation of a Change of Control Transaction, as all restricted stock, stock units and similar awards that are Applicable Awards held by you shall vest and the COMPANY may determine should shares of stock subject thereto shall be executed delivered to effectuate you, and (B) 15 days prior to the foregoing provisionsscheduled 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under (d) Notwithstanding anything in this Agreement if he fails to return the contrary, the following benefits shall cease as of the Termination Date: (i) your contributions and contributions on your behalf to the Company-sponsored Code Section 401(k) plan, and 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 assets and equipment provided to him for the performance of his dutiesother benefit programs. f. EXECUTIVE acknowledges that (e) Nothing in this Section 5 or otherwise in this Agreement shall be construed to impose an obligation on the foregoing is adequate consideration for this AgreementCompany to continue your employment or retain you in any capacity after the Termination 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 salary (the “Separation Payment”), for a period of three (3) months, in a gross amount of $13,166.66 per month, with payments to be made on September 30, November 1, and December 1, 2004. (c) In addition, if Employee elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employer agrees to pay Employee the gross amount of $998.00 per month (the “Reimbursement”), for a period of three (3) months, with payments to be made on September 30, November 1, and December 1, 2004; provided, however, that Employer’s obligation to pay the Reimbursement shall immediately cease upon Employee’s obtaining health or medical benefits from a subsequent employer. (d) Employee acknowledges and agrees that the Separation Payment and the Reimbursement constitute good and valuable consideration which is being paid in exchange for the promises made herein, the Parties agree that: a. As for Executive’s 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 his execution of this Agreement, to which is he would not otherwise be entitled, and that the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees restrictions contained in Paragraphs 7 through 10 are ancillary to Employer’s obligation 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date Payment and will receive a notification of COBRA rights under separate coverReimbursement. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE Employee understands and agrees that Employer will report to the Internal Revenue Service all payments made described in this Paragraph 1 and will be withholding taxes, and any other applicable amounts, from said gross payments in accordance with applicable law and IRS guidelines. (e) Employee agrees that the consideration provided by Employer pursuant to this Paragraph shall be included Agreement encompasses and is in his taxable income lieu of any and all amounts owed to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count againstEmployee for vacation, and reducesick leave, 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 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 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)personal time off, or (ii) any other paid time away from work and encompasses any additional money from the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree Employer 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 which Employee would otherwise be executed to effectuate the foregoing provisionsentitled. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange full consideration for the rights, licenses and privileges herein granted to Licensee, and the mutual promises made set forth herein, Licensee shall pay to Licensor royalty payments from paid subscriptions to the Parties agree thatSportsLine service, as follows: a. As for Executive’s final Base Compensation and Final Bonus pursuant For the Initial Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the subscription fee of each paid subscriber to SportsLine; b. For each Renewal Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the paid subscription fee of each new paid subscriber to SportsLine who enrolls during such Renewal Term during the period of the subscriber's enrollment, or, if Licensor has received not less than Five Hundred Thousand Dollars in payments from Licensee during the Calendar Year prior to the Employment Agreementthen current Renewal Term, five cents ($0.05) per month for each such subscriber; c. If the following items described Agreement is not renewed, Licensor shall nevertheless be entitled to receive payment in clauses 1(a)(irespect of monthly subscription fees for subscribers who enrolled during the Initial Term or any Renewal Term (during the period of their continued enrollment) through 1(a)(viat the applicable royalty rate in effect during the applicable period, i.e., fifteen cents ($0.15) per month per paid subscriber in respect of subscribers initially enrolled during the Initial Term and fifteen cent ($0.15) or five cents ($0.05) (as the case may be) per month per paid subscriber in respect of subscribers initially enrolled during a Renewal Term. Such payments shall be paid or provided by continue in respect of subscription fees received from active enrollments of such subscribers prior to the COMPANY twentieth anniversary hereof. Notwithstanding anything to EXECUTIVE: (i) EXECUTIVE the contrary set forth above, Licensor shall not be entitled to nor any payment in respect of subscription payments from subscribers who enroll during any period that the Agreement is no longer in effect. d. Royalties earned hereunder 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 EXECUTIVEpaid quarterly, 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 concurrently with the COMPANY’s expense reimbursement policies.delivery of the periodic statements required by subparagraph (e) hereof b. After e. Licensee shall keep complete and accurate separate records of all paid subscriptions, in sufficient detail to disclose the effective initial enrollment date and current status of subscribers. The said records, and all underlying documents and other documents relating to the Endorsed Products, shall be open to inspection by Licensor or its designated representative at all reasonable times during business hours up to four (4) times per Contract Year and shall be maintained and preserved by Licensee until two (2) years after the expiration or termination of this Agreement. Licensee agrees not to cause or permit any interference with Licensor or Licensor's representative in the reasonable performance of their duties of inspection and audit. The exercise by Licensor in whole or in part, which is or at any time or times of the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)right to audit records and accounts or of any other right herein granted, the COMPANY agrees acceptance by Licensor of any statement or statements or the receipt and deposit by Licensor of any payment tendered by or on behalf of Licensee shall be without prejudice 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 any rights or remedies of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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, Licensor and shall continue to be paid on not stop or prevent Licensor from thereafter disputing 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing accuracy of any such planstatement or payment. f. No later than the thirtieth day after each calendar quarter, make all Licensee shall transmit to Licensor a complete and accurate statement certified to be accurate by an officer of Licensee, covering the immediately preceding calendar quarter. Such report shall set forth the number of paid subscriptions in effect during the preceding quarter, and the applicable royalty pertaining thereto. In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment or deduction from future payments shall be made. Upon demand by Licensor, Licensee shall at Licensor's expense (such expense to be deducted from royalties payable to Licensor hereunder), but no more than once in any twelve (12) month period, furnish to Licensor a detailed statement by an independent certified public accountant computing amounts due to EXECUTIVE Licensor hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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 Licensor's demand. If the certified audit discloses that royalties were understated by more than ten percent (10%) per Contract Year, then Licensee shall pay for such audit. g. If Licensee shall fail to make any payment or deliver any of the respective stock option. The COMPANY and EXECUTIVE agree required statements referred to executive such other documents in connection with the foregoingabove, including an amendment or to give access to the applicable Stock Option Award Agreements, as premises and/or records pursuant to the COMPANY may determine should be executed provisions hereof to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him Licensor's authorized representatives for the performance purposes permitted hereunder, same shall be an Event of his dutiesDefault hereunder. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Provided that Employee does not revoke this Separation Agreement prior to the promises made hereinEffective Date (as defined in Section 7(h)(v) below), the Parties agree that: a. As for ExecutiveCompany agrees to pay Employee as new consideration to which Employee is not otherwise entitled severance pay and other benefits, including accelerated vesting and an extension of the exercise period on Employee’s final Base Compensation and Final Bonus pursuant to outstanding options (the Employment Agreement, “Severance Benefits”). The Severance Benefits consist of the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (ia) EXECUTIVE shall not the gross amount of fifty thousand and no/100 dollars ($50,000.00), subject to appropriate tax and other applicable withholding, to be entitled paid within ninety (90) days following the Effective Date of this Separation Agreement by a wire transfer to nor shall he receive any Management Bonus under an account designated by Employee to the Employment AgreementCompany in advance This amount will be reported to the Internal Revenue Service (“IRS”) and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (iib) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement; gross amount of two hundred thirty-five thousand and no/100 dollars (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$235,000.00), subject to substantiation prior appropriate tax and other applicable withholding, to such date by the EXECUTIVE be paid in twenty-six (26) equal amounts of nine thousand thirty-eight and 46/100 dollars ($9,038.46) in accordance with the COMPANYCompany’s expense reimbursement policies. b. After normal payroll procedures, beginning with the effective date first Company payroll period following the Effective Date of this Separation Agreement. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms; (c) All of Employee's options that are unvested as of the Effective Date shall accelerate and become fully vested as of the Effective Date and the right to exercise the vested options shall be extended through the date six (6) months following the Termination Date on all of Employee’s outstanding options that were granted prior to the Termination Date; (d) There is a good faith dispute between Employee and the Company as to how much, which is if any, additional accrued vacation pay remains owed to Employee. Company will pay Employee the eighth gross amount of ten thousand and no/100 dollars (8) day after the EXECUTIVE signs this Agreement (“Effective Date”$10,00.00), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all appropriate tax and other applicable federalwithholding, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 within twenty (20) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (e) It is the COMPANY’s regular payroll periods during intent of the severance period parties that the benefits provided under this Separation Agreement and as specified in the Employment Consulting 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make including all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and all other cash, equity, and other benefits, shall not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to be deferred compensation arrangements under Section 4980B 409A of the Internal Revenue Code of 1986, as amended (“COBRASection 409A”) after ), or comply with the Separation Date and will receive a notification requirements of COBRA rights Sections 409A. The parties agree to take all reasonably necessary steps to have such benefits not be deferred compensation arrangements under separate coverSection 409A. . Provided EXECUTIVE validly and timely elects COBRA continuation coverage, With respect to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it time period within which Employee may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 and following the Effective Date, if applicable, exercise any outstanding stock options to acquire Company common stock, the parties agree to avoid the imposition of Section 409A as follows: (1) with respect to the COMPANY’s stock held options that have been issued to Executive prior to Employees Termination Date to acquire Company common stock, Employee shall exercise such options, if at all, by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date end of the its 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)maximum contractual term, or (ii) six (6) months from the tenth (10thTermination Date. For purposes of Section 409A, each payment made under this Separation Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Notwithstanding the provisions of Section 1(d) anniversary and the foregoing provisions of this Section, if Employee is a “specified employee,” within the meaning of Section 409A, as of the Termination Date, then any benefits payable to Employee under Section 1 that may be considered deferred compensation under Section 409A and would otherwise be payable to Employee within six (6) months following Employee’s Termination Date shall instead be paid to Employee in a single lump sum on the date that is six (6) months and one (1) day following Employee’s Termination Date. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of grant compensation” within the meaning of Section 409A of the respective stock option. The COMPANY and EXECUTIVE agree Code (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to executive such Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other documents calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in connection with the foregoing, including an amendment to which the applicable Stock Option Award Agreements, as expense is incurred and (z) the COMPANY right to payment or reimbursement or in-kind benefits hereunder may determine should not be executed to effectuate the foregoing provisionsliquidated or exchanged for any other benefit. e. EXECUTIVE acknowledges (f) In reference to all amounts and agrees transactions under this Separation Agreement, the Company shall issue and/or file documents that he shall are legally required and/or the Company in good faith believes may be required by the IRS and other appropriate taxing authorities. These actions may include, but are not be entitled any severance limited to, issuing Employee appropriate Forms W-2 and/or 1099, or other payments provided under this Agreement if he fails to return all assets documentation required by federal and equipment provided to him for the performance of his dutiesstate law. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant addition to the Employment Garden Leave described in Paragraph 1, in consideration for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, (4) timely signing the Reaffirmation Agreement attached as Exhibit A within forty five (45) days 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 (5) not revoking such Reaffirmation Agreement, and (6) complying with terms of such Reaffirmation Agreement (the foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and 2(a)(6) are referred to substantiation prior throughout this Agreement collectively as, the “Employee Covenants”), Company will provide the following compensation and benefits to such date by the EXECUTIVE Employee: i. The Company shall pay Employee the amount of $324,408 (inclusive of auto allowance), less applicable withholdings (“Separation Pay”). The Separation Pay shall be paid in the following manner: standard monthly payments of $27,034 (inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the COMPANYCompany’s expense reimbursement policiesregular payroll practices during the Garden Leave, commencing the next payroll date after the Transition Date and continuing through the Separation Date. The balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on or about January 31, 2020 and ending on or about October 31, 2020. b. After ii. During the effective date Garden Leave until the Separation Date, and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of this Agreementsuch plans and subject to the terms and conditions set forth in such plans. iii. Commencing upon the Separation Date and continuing through October 31, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)2020, the COMPANY agrees to Company will pay EXECUTIVE, as set forth herein, cash severance benefitsthe premiums for medical coverage elected by Employee under COBRA, subject to and provided that the Employee elects such COBRA coverage within sixty (60) days following the Separation Date. iv. Employee shall be eligible for an annual cash incentive award for the 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives. v. Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year. vi. Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021. (b) As further consideration for and subject to Employee’s full compliance with the Employee Covenants, the Company shall request the Kaman Board of Directors to vest upon the Separation Date all applicable of the Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the Company’s Board of Directors at its meeting scheduled for November 2019 with respect to all unvested equity awards existing at that time. (c) Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020. (d) Employee shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local or regional taxing authority as a result of any consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the Employment municipal taxes from payments made to Employee under this Agreement, as well as other provisions of required by applicable law. (e) In 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, event that Employee dies prior to the filing of any such planSeparation Date, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments the consideration provided for in this paragraph are in addition Paragraph 2 and its subparagraphs shall become due and payable to and not part of the Notice Period PaymentEmployee’s estate. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made herein, the Parties agree that: a. As for release in paragraph 3 below as well as Executive’s final Base Compensation and Final Bonus pursuant adherence to the Employment Agreement, the following items described continuing covenants 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 and those 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 EXECUTIVE complies with Articles 7, 8, and 9 in Section 8 of the Employment Agreement, as well as other provisions and in full satisfaction of all final payments due Executive from GEO under the Amended and Restated Executive Retirement Agreement between Executive and GEO, dated February 26, 2020 (“the Retirement Agreement”) or otherwise, and following both: (i) the Executive’s signing of this Agreement; and (ii) expiration of the Revocation Period set forth in paragraph 24 below, the Parties agree: (a) to enter into the Executive Chairman Employment Agreement attached hereto as Exhibit “1” and incorporated herein by reference and made a part hereof (the “Executive Chairman Agreement”); (b) within ten (10) days GEO shall pay Executive payments in the amount of $5,851,555_________ (less any applicable taxes and withholdings), which survive termination. Payments are to begin on represents the COMPANYsum of two (2) years of Executive’s next regular payroll period after base annualized salary and two (2) time the Notice PeriodExecutive’s current target bonus under GEO’s Senior Management Performance Award Plan; (c) GEO shall vest any unvested stock options, and restricted stock at date of Separation, provided however, that any restricted stock that is still subject to performance based vesting at the time of such termination shall continue vest at such time the performance goals are met if Zoley is still providing services to be paid on GEO under 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 Executive Chairman Agreement (the “Pre-PackAccelerated Vesting”). If ; (d) in the COMPANY approves entry into any bankruptcy plan other than event Executive timely elects and remains eligible under the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after to continue and maintain health insurance coverage under GEO’s health insurance benefits plan, pay Executive’s premiums under COBRA for the continuation of Executive’s health insurance coverage and of his any covered dependents (and if applicable, his beneficiaries) under the GEO’s health insurance plan at the level in effect on the Separation Date for the duration of the Executive’s eligibility for COBRA (eighteen (18) months), and thereafter, GEO shall reimburse Executive for the cost of health insurance at the same level for a period of eight and a half (81⁄2) years, for a total benefit of ten (10) years of health insurance coverage following the Separation Date (the “Health Benefit”); (e) within ten (10) days Executive will receive be paid all accrued dividends on his unvested shares of restricted stock; and (f) GEO shall provide Executive the fringe benefits listed in Exhibit “A” of this Agreement for a notification duration of COBRA rights ten (10) years thereafter (the “Fringe Benefits”). For purposes of this Agreement, the Payment, the Accelerated Vesting, the Health Benefit, and the Fringe Benefits shall collectively be referred to as the “Termination Payments.” If the Executive should die during the 10-year period following expiration of the Revocation Period, GEO shall continue to provide the Health Benefit and Fringe Benefits to Executive’s covered dependents under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coveragethe same terms as the benefits were being provided to Executive prior to his death and, to the extent permitted by law, the 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANYExecutive’s stock held by EXECUTIVE 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 optionestate. 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Executive’s Initials GZ 1 GEO’s Initials RG

Consideration. In exchange for (a) The aggregate consideration paid by the promises made hereinPurchaser under this Agreement shall be the Renewal Commissions. (b) The Purchaser shall pay the Seller Insurer Party $10,000,000 as an advance, nonrefundable payment of Renewal Commissions due to the Seller Insurer Party (the "Initial Advance Renewal Payment"). The foregoing amount shall be reflected on the Preliminary Cash Settlement Statement and paid in accordance with Section 2.4. The remaining amount of the Renewal Commissions shall be paid in accordance with Section 2.5(d). (c) The amounts required to be paid under the Retrocession Agreement within 3 Business Days after the Closing Date together with the Renewal Commissions (collectively, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi"Purchase Price") shall be reflected on the Preliminary Cash Settlement Statement and paid or provided by the COMPANY to EXECUTIVE:in accordance with Section 2.4. (i) EXECUTIVE As additional consideration for the transactions contemplated by this Agreement and the Related Documents, the Purchaser shall not pay to the Seller Insurer Party an aggregate amount equal to the Applicable Renewal Percentage of the Renewal Premium Amount (the "Renewal Commission"). (i) The Purchaser and the Seller Insurer Party agree that in the event that the aggregate amount of Renewal Commissions to be entitled paid by the Purchaser to nor the Seller Insurer Party on Renewal Contracts written during the first one year period after the date of the Closing exceeds $10,000,000, such excess Renewal Commission shall he receive any Management Bonus under be paid by the Employment Agreement;Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with the calendar month during which the aggregate Renewal Commissions exceed $10,000,000. (ii) EXECUTIVE On the one year anniversary of the Closing, the Purchaser shall not pay to the Seller Insurer Party $5,000,000 as a second advance, nonrefundable payment of any Renewal Commissions due to the Seller Insurer Party (the "Second Advance Renewal Payment"). In the event that the aggregate amount of Renewal Commissions to be entitled paid by the Purchaser to nor the Seller Insurer Party on Renewal Contracts written during the second one-year period after the date of the Closing exceeds $5,000,000, such excess Renewal Commission shall he receive any Retention Bonus under be paid by the Employment Agreement;Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with the calendar month during which the aggregate Renewal Commissions exceed $5,000,000. (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under The aggregate sum of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under Initial Advance Renewal Payment and 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 Second Advance Renewal Payment made by the Separation Date, Purchaser to the Seller Insurer Party is a minimum Renewal Commission and is not subject to substantiation prior to such date repayment by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policiesSeller Insurer Party for any reason. 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Conditioned upon Mx. Xxxxx’x signing of this Release and his return of the promises made hereinRelease to Capital Corp. and/or Capital Bank, expiration of the Parties agree thatseven-day revocation period without revocation, and Mx. Xxxxx’x properly executing and returning the attached acknowledgment form to Capital Corp. and/or Capital Bank (Schedule 3) indicating his decision not to revoke this Release, Mx. Xxxxx shall receive the following lump sum cash payments and benefits: a. As (A) a lump sum cash payment of $449,074.81, less ordinary tax withholding and all required deductions; (B) a lump sum cash payment of $339,000 for “Rule of 90” benefit, less ordinary tax withholding and all required deductions; (C) a cash payment for retirement and other fringe benefits of $1,042,000, reduced by the fair market value of any split-dollar life insurance transferred to the Executive and less ordinary tax withholding and all required deductions; (D) a lump sum cash payment calculated based on the Exchange Ratio as defined in Section 1.10 of the Merger Agreement, representing the value of the cancellation of Executive’s stock options in Capital Corp which were granted on April 20, 2004 (which options become fully vested upon consummation of the Merger), less ordinary tax withholding and all required deductions; (E) a lump sum cash payment representing the value of or the cancellation of Executive’s restricted stock in Capital Corp which was awarded on April 20, 2004, less ordinary tax withholding and all required deductions; and (F) Executive, Executive’s Spouse and Executive’s Dependents shall be eligible to participate in Associated’s group health and dental plans for Executive’s 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 Datelifetime, subject to substantiation prior to the terms, provisions and limitations of 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverageplans, to the extent permitted by lawsuch terms, provisions and limitations applicable to current employees of Associated. Associated shall pay the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, entire premium associated with such coverage for Executive and vision insurance coverage Executive’s Spouse and Dependents under the COMPANYplans for the Executive’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANYSpouse’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Datelifetime. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph All cash payment 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 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 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 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 made within 10 days of the date of grant of the respective stock optionhereof. 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. e. EXECUTIVE acknowledges and agrees that he These payments shall not be entitled deemed “compensation” for purposes of any severance of either Capital Corp or Capital Bank’s qualified retirement plans or other payments provided under benefit programs, and payment of this Agreement if he fails severance pay does not entitle Executive to return all assets any retirement plan contributions by Capital Corp and equipment provided to him Capital Bank for the performance of his dutiesExecutive’s benefit or account. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for The Company agrees to pay Executive the promises made hereinfollowing consideration (the “Separation Compensation”), contingent upon Executive’s execution of this Agreement and the Parties agree thatRelease attached hereto as Exhibit A, and Executive’s continued full compliance with the terms of this Agreement: a. As In consideration for Executive’s final Base Compensation and Final Bonus pursuant to the Employment valuable consideration provided under this Agreement, the Company will continue to pay Executive her existing base salary, payable in biweekly installments during the Transition Period consistent with the Company’s current payroll practices. In addition, at the end of the Transition Period, the Company will pay Executive 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 Exhibit A (the “Release”): i. the Company will continue to pay Executive her existing base salary, payable in biweekly installments, over a period of twelve (12) months 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 expiration of the Employment AgreementTransition Period, beginning on the first payroll date after the Effective Date of the Release; (ii) EXECUTIVE . any outstanding and unvested stock options held by Executive shall not be entitled to nor become fully exercisable as of the Effective Date of the Release, and such stock options 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 thereafter continue or lapse in accordance with the COMPANYother 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 expense reimbursement policieshealth 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 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 2021, the Company shall cover the costs for such coverage from the end of the Transition Period through September 30, 2021. If Executive continues to elect COBRA after September 30, 2021, the Company shall directly pay, or reimburse Executive for, the premium for Executive and her covered dependents through the earlier of (A) 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), provided that if the Company determines that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, then, in lieu of the foregoing benefit, a taxable amount equal to each 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 will pay Executive an additional lump sum payment in the amount of $40,000, less taxes and withholdings; provided, however that in the case of both (ii) and (iii) 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, 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 payments specified hereunder shall immediately stop. b. After c. The payments and other consideration described in Sections 2(a) and 2(b) shall be minus the effective date deductions the Company considers appropriate for any local, state and federal income taxes, Social Security, Medicare and other analogous 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, not revoking the 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 Transition Period. To the extent the Separation Compensation becomes payable pursuant to the terms of this Agreement, which is the eighth Company will begin to make such payments within five (8) day after the EXECUTIVE signs this Agreement 5) business days (“Effective Date”)or, the COMPANY agrees to pay EXECUTIVEif later, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular first 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”date) after the Separation Effective Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (Release attached hereto as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Exhibit A.

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 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 exchange consideration for entering into this Agreement and for complying with the promises made herein, the Parties agree thatEmployer agrees: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(ia) 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 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 of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 after the expiration of the Employment Agreementrevocation period, described more fully in Section 3 below, or April 15, 2010 and shall be paid in one lump sum, 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, required by Internal Revenue Code Section 409A. These payments will occur only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under Revocation Period described more fully in Section “3” below passes without revocation of this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior by Employee. b) To reimburse Employee for Employee’s healthcare premiums for family insurance coverage substantially similar to the filing of any such plancoverage maintained for the Employee and his family before September 8, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and 2009, including but not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, limited to the extent permitted by law, the COMPANY agrees to pay up to 100% cost of the COBRA premiums to continue medical, dental, and vision insurance family coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by provisions of COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 a maximum of COMPANY-paid COBRA coverage 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 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 $15,000 per year until the earlier of Employee’s sixty-fifth (i65th) 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, without revocation of this Agreement by Employee. Such reimbursement will be provided within thirty (30) days of Employee tendering to Employer proof of Employee’s payment of said healthcare premiums. If a Change in Control, as defined in Exhibit D to the Agreement, occurs before the Employee has fully received the consideration delineated in subsections 2a and 2b above, then the Employer shall pay the remaining benefits to the Employee in a single lump sum within three (3) days after the later of (x) the expiration Change in Control or (y) the first day of the seventh month after the effective date of the original “Option Period” Employee’s resignation. The lump-sum payment due the Employee as defined under such Stock Option Award Agreements (or such comparable defined term relating 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 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 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 exercisability time prior to Employee’s sixty-fifth (65th) birthday for that period of time whereby the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock optionEmployee had other employment that offers health insurance coverage. The COMPANY Employer shall cease providing any and EXECUTIVE agree all other perquisites to executive such other documents Employee as of Employee’s last day of employment, October 2, 2009, including, but not limited to, any leased automobile, credit cards, etc., except as otherwise provided 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement. Please see Section 10 for further information.

Consideration. (a) In exchange for Executive’s transition services contemplated in this Agreement, Executive’s confirmation of the promises made continued effect of his restrictive covenants, full release of Company in the form of Release attached as Exhibit A, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will provide the Parties agree that: a. As for Executive’s final Base Compensation additional consideration set forth below, subject to ordinary and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(ilawful deductions and Sections 4(b) through 1(a)(viand (c) shall be paid or provided by the COMPANY to EXECUTIVEbelow: (i) EXECUTIVE shall not be entitled Pay to nor shall he receive any Management Bonus under Executive a lump sum payment equal to Five Hundred Seven Thousand Two Hundred Sixty Four Dollars, which is one (1) times the Employment AgreementExecutive’s annual Base Salary in effect immediately prior to the effective date of this Agreement (the “Severance Amount”); (ii) EXECUTIVE shall not Pay to Executive the short term incentive bonus that would be entitled payable to nor shall he receive any Retention Bonus Executive under the Employment Agreementterms of Company’s annual short term incentive plan for fiscal year 2022 had Executive remained employed at Company as SVP, Chief Legal and Sustainability Officer and Corporate Secretary through the end of fiscal year 2022 (i.e., 80% of base compensation at target, with 50% minimum and 200% maximum payouts pursuant to the terms of the 2022 short term incentive plan); (iii) EXECUTIVE Ensure that (a) all 3,880 performance-based restricted stock units granted to Executive in 2022 continue to vest, and to the extent vested, be settled in shares of Company common stock in the same manner and at the same time in 2025 as if Executive had remained employed by Company, and (b) all 21,821 time-based restricted stock units that are scheduled to vest in 2023 and beyond due to Executive’s continued employment (and not any other possible vesting event) vest on the Termination Date; and (iv) Pay to Executive a lump sum equal to twelve (12) times the portion of the monthly premium charged by the Company on January 1, 2023 pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 for family coverage for calendar year 2023 that the Company bears on behalf of an active employee for such coverage. (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, within sixty (60) days after the Termination Date, (x) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”), which has been signed by Executive no earlier than the Termination Date; 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 (the “Release Effective Date”). Any payments scheduled to be made prior to the Release Effective Date shall be accumulated and paid in a lump sum on the sixtieth (60th) day after the Termination Date. Executive agrees and acknowledges that he would not be entitled to nor shall he receive any company car under the Employment Agreement;consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. (ivc) EXECUTIVE shall not As a further condition to receipt of the benefits in Section 4(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that he may claim to be entitled owed to nor shall he receive any equity grants under him upon 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 EXECUTIVEtermination of his employment relationship with Company, no later other 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 those specifically set forth in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is the eighth including without limitation any severance, notice rights, payments (8) day after the EXECUTIVE signs this Agreement (“Effective Date”including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under his Employment Agreement or the COMPANY laws of Georgia or any other jurisdiction, and Executive agrees not to pay EXECUTIVEpursue or claim any of the payments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as set forth hereina result of misconduct, 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 EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage financial reporting requirement under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance planfederal securities laws, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income Executive, to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage 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 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 earlier of 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) during the expiration date 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) 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 financial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the tenth (10th) anniversary sale 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 provisionsCompany securities during that 12-month period. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Agreement and compliance with the promises made herein, the Parties agree thatEmployer agrees: a. As for Executive’s final Base Compensation and Final Bonus pursuant to pay to Employee twelve (12) months salary in the Employment Agreementamount of Two Hundred Thirty-Five Thousand Dollars ($235,000.00), less lawful deductions, within fifteen (15) days after the following items passage of the revocation period 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 Agreementparagraph “4”; and, b. to pay to Employee the sum of Nine Thousand Two Hundred Fifty Dollars (vi$9,250.00) The COMPANY shall reimburse EXECUTIVEless lawful deductions, no later than February 28within fifteen (15) days after the passage of the aforesaid revocation period, 2017 representing the annual amount of income presently attributable to Employee for the EXECUTIVEuse of the automobile presently leased for him by Employer; and c. if Employee elects to continue medical and/or dental coverage under Employer’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE group medical and dental insurance plans in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date continuation requirements of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)COBRA, 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 Employer shall reimburse Employee for the cost of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance said coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen twelve (1812) months or such shorter period allowed by beginning on April 1, 2005 and ending on March 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 Employee on a monthly basis through March 31, 2006. Employee acknowledges that Employer shall withhold taxes and other lawful withholdings from the Separation Datemonthly payments to Employee, so that the net amount received by Employee will be less than the monthly COBRA amount. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be included in his taxable income the obligation of Employee to the extent required by applicable law. EXECUTIVE promptly notify Employer if and the COMPANY agree that the foregoing period of COMPANY-paid 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) month period, in which event Employer’s obligation to Employee for COBRA payments 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.cease; and d. Notwithstanding any contrary provisions of to pay Employee’s SERP life insurance premium for the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on 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 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 one-year policy 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.February 2005 through January 2006 when said premium payment is due; and e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return pay Employee for all assets and equipment provided to him for the performance of his dutiesunused vacation days in calendar year 2005. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. 3.1 In exchange consideration of 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 promises made hereinAdditional Partnership Interest. 3.2 If the Option is not exercised, PMBPC and MMBPC shall each retain the Parties agree that: a. As $100,000 paid to it and OEDCP shall cause its affiliate, DIGC, and DIGC hereby agrees, as additional consideration for Executive’s final Base Compensation and Final Bonus pursuant the granting of the Option, 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 assign to EXECUTIVE: (i) EXECUTIVE 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 entitled required to nor shall he receive any Management Bonus under cause DIGC to assign to PDI or MMBGC an interest in DIGP as a result of the Employment Agreement;termination of the Option on the giving of a Withdrawal Notice by OEDCP. (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 3.3 Contemporaneously with the COMPANY’s expense reimbursement policies. b. After the effective date execution of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)DIGC, the COMPANY agrees to pay EXECUTIVEPDI and MMBGC, 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 EXECUTIVE complies with Articles 7, 8, and 9 are negotiating for an amendment of the Employment DIGP Partnership Agreement, as well as other provisions . The drafts 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior amendment to the filing DIGP Partnership Agreement that have been circulated to the relevant parties contemplate the admission of any such plan, make all payments due to EXECUTIVE hereunder in additional partners and a lump sum. The severance payments provided for in this paragraph are in addition to and not part reduction of the Notice Period Paymentinterest of DIGC in DIGP both before and after "payout. c. EXECUTIVE may have the right " If additional partners are admitted to continue certain benefits DIGP, whether pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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 AgreementsDIGP Partnership Agreement substantially similar to the current drafts of such amendment or otherwise, as the COMPANY any interest in DIGP that may determine should be executed assigned to effectuate the foregoing provisions. e. EXECUTIVE acknowledges each of PDI and agrees that he shall not be entitled any severance or other payments provided under MMBGC pursuant to Section 3.2 of this Agreement if he fails (i) with respect to return PDI, shall be assigned only (A) out of the increased interest in DIGP that DIGC receives after "payout" with respect to PDI and (B) after "payout" has occurred with respect to all assets DIGP partners other than MMBGC; (ii) with respect to MMBGC, shall be assigned only (X) out of the increased interest in DIGP that DIGC receives after "payout" with respect to MMBGC and equipment provided (Y) after "payout" has occurred with respect to him for all DIGP partners other than PDI; and (iii) shall be reduced in the performance of his duties. f. EXECUTIVE acknowledges same proportion that the foregoing 14% interest in DIGP that DIGC will receive after "payout" has occurred with respect to all DIGP partners is adequate consideration for this Agreementreduced.

Consideration. In exchange As good consideration for the promises made herein, the Parties agree that: a. As for ExecutiveEmployee’s final Base Compensation execution and Final Bonus pursuant to the Employment delivery of this Separation Agreement, Company shall provide Employee with the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (iA) EXECUTIVE shall not the Employee will be entitled eligible to nor shall he receive any Management Bonus under payments equal to the Employment Agreement; sum of nine (ii9) EXECUTIVE shall not be entitled months' of the Employee's Base Salary at the rate in effect immediately prior 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 less applicable withholdings and authorized deductions (the "Severance Payments") to substantiation prior to such date by the EXECUTIVE be paid in equal installments bimonthly (for clarity, two times per month) 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next Company's regular payroll period after practices, commencing on May 31 2022; (B) a one-time bonus payment of $24,826.67 in connection with the Notice Period, and shall continue Employee’s service to the Company as the Head of Strategic Partnerships to be paid on the COMPANYSeparation 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 regular payroll periods during life insurance premiums on a quarterly basis, for the severance 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 specified 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 expires nine (9) months from the Separation Date (or earlier expiration of the options term). Employee acknowledges that (i) as of the Separation Date, 2,517,713 options have vested, which includes the options so accelerated pursuant to subsection (E) above, and (ii) no additional options shall vest after the Separation Date. For avoidance of doubt, Employee acknowledges that he has forfeited 754,188 unvested options as of the Separation Date. Employee acknowledges that nothing in this Separation Agreement shall be deemed to be an admission of liability on the part of any of the Company Released Parties. Except as provided in the Employment Agreement, only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does Employee agrees that Employee will not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into seek anything further from any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period PaymentCompany Released Parties. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. a. In consideration of and exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant agreement to the Employment terms of and entry into this Agreement, including without limit the Forbearance Agreement attached hereto as 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 items described severance payments and benefits (individually and collectively the “Severance Payments”): (i) continued base salary payments at her current base salary rate of $350,000 for nine months following the Termination Date (the “Severance Period”) in clauses 1(a)(ithe aggregate gross amount over the Severance Period equal to $262,500 (to be paid in bi-weekly installments with the Company’s normal payroll); (ii) two bonus payments in the 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 the fiscal year 2012 under her 2012 Executive Incentive Plan through 1(a)(vithe 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 other similarly situated executives and determinations of the Company’s Compensation Committee following completion of the 2012 fiscal year and which shall be paid or provided by to Executive within five business days of the COMPANY to EXECUTIVE: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under end of the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement; Severance Period; (iii) EXECUTIVE shall not be entitled reimbursement for any cobra payments actually made by Executive over the nine month period described in 2a(i) after any cobra election by Executive related to nor shall he receive any company car under Executive’s healthcare benefits in place immediately prior to the Employment Agreement; termination of Executive’s employment; and (iv) EXECUTIVE shall not be entitled a six month extension of the exercisability of any outstanding options vested as of the Termination Date, granted to nor shall he receive any equity grants Executive under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under Company Incentive Stock option plans and which would otherwise terminate 90 days following the Employment Agreement; and, (vi) The COMPANY shall reimburse EXECUTIVETermination, provided however, no later than February 28, 2017 for such extension shall apply to extend the EXECUTIVE’s business expenses which have been incurred but not reimbursed maximum ten year life of any such option. All Severance Payments shall be subject to withholding by the Separation DateCompany in any amounts the Company deems appropriate or desirable in its sole discretion, shall be payable subject to substantiation prior the obligations, terms and conditions provided in the Forbearance Agreement and shall be subject to such date offset against amounts owed by Executive to the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policiesCompany. b. After In further consideration of and as a material inducement for the effective date of Company to enter into this Agreement, which is the eighth (8) day after parties hereby agree to enter into 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 EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Forbearance 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. 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 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 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 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. e. EXECUTIVE Executive acknowledges and agrees that he shall not be entitled any severance the attached Forbearance Agreement provides a reasonable and good faith effort to protect confidential, proprietary or other payments provided under this Agreement if he fails trade secret information of the Company and to return all assets protect the Company from unfair competition and equipment provided to him for the performance of his dutiesthat it is reasonable in its scope and terms. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Agreement and compliance with the promises made herein, the Parties agree thatEmployer agrees: a. As for Executive’s final Base Compensation and Final Bonus pursuant to pay to Employee twelve (12) months salary in the Employment Agreementamount of One Hundred Forty-Four Thousand Five Hundred Fifty-One Dollars ($144,551.00), less lawful deductions, within fifteen days after the following items passage of the revocation period described in clauses 1(a)(i) through 1(a)(vi) shall be paid paragraph “4” 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 Agreementon April 16, 2005, whichever comes later; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 2017 for the EXECUTIVEb. if Employee elects to continue medical and/or dental coverage under Employer’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE group medical and dental insurance plans in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date continuation requirements of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)COBRA, 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 Employer shall reimburse Employee for the cost of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance said coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed 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 Employee on a monthly basis through October 31, 2006. Employer shall “gross up” the monthly payments to Employee, so that the amount received by Employee, net of taxes and other withholdings, will equal the monthly COBRA from the Separation Dateamount. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be included 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 (18) month period, in his taxable income which event Employer’s obligation to Employee for COBRA payments shall cease; and c. to pay Employee’s SERP life insurance premium for the extent required 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 ($27,742.00), such sum being the end of lease buyout value of the vehicle leased by applicable lawEmployer for Employee plus the seven remaining payments under the lease, which sum shall be “grossed up” by Employer so that Employee shall receive $27,742.00 net of taxes and other withholdings. EXECUTIVE (It being agreed that Employee will surrender the vehicle and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, keys 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 and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE manuals thereto on the Separation Date may be exercised until the earlier last day of (ihis employment) 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.; and e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return pay Employee for all assets and equipment provided to him for the performance of his dutiesunused vacation days in calendar year 2005. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange return for Executive’s release of claims and other promises in this Agreement, and provided Executive: (i) signs this Agreement within the promises made herein, twenty-one (21) day period described below; (ii) does not revoke this Agreement as provided below; and (iii) furnishes to the Parties agree thatBank a written or electronic notice that 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. As for Executive’s 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 Bank will continue 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 Executive his annualized base salary ($795,000.00350,000.00 per year) provided EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin for a one (1) year period beginning 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 “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) day after the Separation Date and ending on the first anniversary of the Separation Date (the “Salary Continuation Payments”). The Salary Continuation Payments will receive a notification be paid to Executive in accordance with the Bank’s standard payroll procedures commencing on the Bank’s first regularly scheduled payroll date following 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 Bank will include in the Salary Continuation Payments and pay to Executive the average of COBRA rights Executive’s annual bonuses earned for the three (3) 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 separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by lawConsolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the COMPANY agrees Bank shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (with the Executive required to pay up for any employee-paid portion of such coverage) (such amounts to 100% be referred to herein as the “COBRA Benefits”). The Bank shall make any such reimbursement within thirty (30) days following receipt of evidence from Executive of Executive’s payment of the COBRA premiums Benefits. Executive shall be eligible to continue medical, dental, and vision insurance coverage under receive such reimbursement until the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” earliest of: (as defined by COBRAi) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time twelve (the “Health Benefits”) for a period of up to eighteen (1812) months or such shorter period allowed by COBRA from following the Separation Date. 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 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 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 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 date Executive is no longer eligible to receive COBRA Benefits; and (10thiii) anniversary the date on which Executive either receives or becomes eligible to receive substantially similar coverage from another employer. Executive shall bear full responsibility for applying for COBRA Benefits and the Bank shall have no obligation to provide Executive such coverage if the Executive fails to elect COBRA Benefits in a timely fashion; and d. The Bank will fully fund the Bank’s portion of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoingJune 30, including an amendment 2022, contribution for Executive to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsBank’s 401(k) Plan. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.