Common use of Consulting Period Clause in Contracts

Consulting Period. (a) Executive and Company agree that for a period of twelve (12) months following the Separation Date (the “Transition Period”), Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreement. During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Board. (d) During the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractor.

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (aas defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and Company agree that its Subsidiaries and Affiliates as a consultant for a period of twelve (12) 12 months following such termination of Executive’s employment and the Separation Date Employment Term (the “Transition Consulting Period”), Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreement. During the Transition PeriodIn such role, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by advise the Chief Executive Officer or the Chairman of the Board Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and incurred working with the Chief Executive Officer towards the successful completion of a Change in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect Control of the provision of Company), shall meet with the consulting services described in Paragraph 2(a). (c) Board periodically as requested by it, and shall assume such other responsibilities as the Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during and the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Board. (d) During the Transition PeriodCompany in connection with such consulting services. As consideration for such consulting services, Executive shall perform continue to vest in Executive’s then unvested Stock Options in accordance with the services requested by Company under this Agreement normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as an independent contractor “continuous services” for purposes of the Stock Options, and shall not be deemed an employee with the potential for accelerated vesting in connection with a Change of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from Control during the payments described in Paragraph 2(bConsulting Period,), unless otherwise required Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by law. Executive agrees that in performing such services, in each case on terms mutually agreed to by the Executive will be fully and solely responsible for any income the Company’s Chief Executive Officer or other tax liability imposed on Executive in his capacity as an independent contractorthe Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.

Consulting Period. (a) Executive Provided that you remain employed until the expiration of the Transition Period, or in the event the Company terminates your employment without Cause prior to the expiration of the Transition Period, and in either event subject to your satisfaction of the Release of Claims requirement described in Section 7 below and your compliance with your obligations under Section 5 and Section 6, upon the Separation Date you shall assume the responsibilities of a consultant to the Company agree that performing consulting services (the “Consulting Services”) for a the 18 month period of twelve (12) months immediately following the Separation Date (the “Transition Consulting Period”)) in accordance with, Executive shall serve as a consultant to Company, and subject to the terms and conditions of this Agreement. During of, the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services Consulting Agreement described in this paragraph shall Section 4(e) below. For the avoidance of doubt and subject to your obligations pursuant to Section 5 and Section 6, the Company acknowledges and agrees that you will be permitted to seek and/or obtain new employment during the Consulting Period and that the Consulting Services will be performed at such locationstimes and in such locations as are reasonably convenient to you, datestaking into account your other professional and personal commitments. For avoidance of doubt, and times as you shall not be entitled to enter into the Consulting Agreement with the Company and Executive shall mutually agree. Executive agrees if you voluntarily terminate your employment with the Company prior to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During expiration of the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation During the Consulting Period, any outstanding Company equity-based awards that you hold as of and compliance with this Agreementthe Separation Date, including but not limited to the equity grants described in Section 2 above, will remain outstanding during the Transition Consulting Period and continue to vest (and, as applicable, remain exercisable) in accordance with their terms so long as you remain available to perform the Consulting Services during the Consulting Period: (i) Executive . Provided that you remain available to perform the Consulting Services during the Consulting Period, the last day of the Consulting Period shall be entitled deemed to receive a lump sum payment, payable on Company’s first regularly scheduled pay be the date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, your service terminates for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation purposes of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a)awards. (c) Executive shall For the avoidance of doubt, you and the Company hereby acknowledge that the Separation Date is expected to constitute a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”). In furtherance of the preceding sentence, you and the Company agree that the level of Consulting Services that you will perform after the Separation Date will not be authorized exceed the maximum level that is presumed to incur expenses (other than as set forth result in Paragraph 2(ba “separation from service” in accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii)) or enter into agreements on behalf of or otherwise bind or represent Company . Your status during the Transition Consulting Period shall be that of an independent contractor and thereafternot, except for any purpose, that of an employee or agent with authority to bind the extent approved Company in advance by Company’s Chief Executive Officer or the Chairman of the Boardany respect. (d) During Provided that you remain employed until the expiration of the Transition Period, Executive shall perform or in the services requested by event the Company under this Agreement as an independent contractor terminates your employment without Cause prior to the expiration of the Transition Period, and shall not be deemed an employee in either event subject to your satisfaction of Company or any the Release of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments Claims requirement described in Paragraph 2(b)Section 7 below and your compliance with your obligations under Section 5 and Section 6, unless otherwise required by law. Executive agrees on the next regular payroll date immediately following the date on which the Release (as defined in Section 7) becomes effective and irrevocable, the Company shall pay you a lump-sum payment in cash equal to eighteen (18) times the monthly COBRA premium that, as of the Separation Date, is charged to COBRA qualified beneficiaries for the same coverage options and levels of medical, prescription drug, dental and vision coverage that was in effect for you under the Executive will be fully Company’s group health plans (medical, prescription drug, dental and solely responsible for any income or other tax liability imposed on Executive vision) immediately prior to the Separation Date. (e) Prior to the commencement of the Consulting Period, you and the Company shall enter into a consulting agreement in his capacity the form of the Consulting Agreement attached hereto as an independent contractor.Exhibit A.

Consulting Period. (ai) Executive Subject to my continued compliance with my obligations under this Agreement, and Company agree that in consideration of the covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined below) by signing Schedule A (the “Reaffirmation”), I will be engaged as a consultant to SLM for a period of twelve (12) months beginning the day immediately following the Separation Effective Date and ending on December 31, 2020 (the “Transition Consulting End Date,” and the period between the Effective Date and the Consulting End Date, the “Consulting Period”), Executive shall serve as a consultant to Company, subject to unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. My services hereunder during the terms Consulting Period will consist of such consulting and conditions of this Agreement. During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagementsadvisory services, and shall be provided at such other services times as may be reasonably requested from time to time by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman any other executive officer of the Board and incurred in the performance of consulting SLM; provided, however, that such services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses required for more than an average of twenty (other than 20) hours per month. During the Consulting Period, I may perform such duties and responsibilities as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during may be required by the Transition Period and thereafterBoard, except to the extent approved in advance by Company’s Chief Executive Officer or any other executive officer of SLM as a consultant from any location within the Chairman United States; provided that, in the event any such travel is required on behalf of SLM or the Board. (d) Bank, as requested by the Board or the Chief Executive Officer and upon providing me with reasonable notice of such request, SLM shall reimburse me for any reasonable travel and lodging expenses in connection with my travel. During the Transition Consulting Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall I will not be deemed treated as an employee of Company SLM or any of its subsidiaries or affiliates for any purpose. Accordinglypurposes, Company including, without limitation, for purposes of any past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and I will not withhold federal have any authority to bind SLM or state incomeany of its subsidiaries or affiliates in any way. My services hereunder during the Consulting Period, social securityif any, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive performed in his the capacity as of an independent contractor. Following the Consulting End Date, SLM will provide me with a Form 1099 reflecting any amounts earned as a consultant. (ii) In connection with my services as a consultant during the Consulting Period, SLM will pay me an aggregate consulting fee of $465,000, with such amount to be paid in equal monthly installments from July 1, 2020 through December 31, 2020, to be paid in arrears (the “Consulting Fees”); provided that the payment of the final monthly Consulting Fee will be contingent on my executing and not revoking the Reaffirmation at the end of the Consulting Period.

Consulting Period. Employee hereby resigns as the Company’s Executive Vice President, Sales & Marketing as of the Resignation Date, provided that the Employee agrees to remain with the Company from the Resignation Date through six (a) Executive and Company agree that for a period of twelve (126) months following the Separation Effective Date (the “Transition Consulting Period”). Additionally, Executive upon the mutual consent of Company and Employee, the Company may extend the term of the Consulting Period, for which Employee will continue to be paid his current base rate of pay (and shall serve as a consultant not be entitled to Company, subject to the terms and conditions of this Agreementany other benefits for such period). During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive Consulting Period Employee shall be required to submit provide such services as reasonably requested by the then current Chief Executive Officer, up to two (2) days per week, except that if Employee notifies the Company that he has become a full-time employee of another employer the consulting services will reduce to an as needed basis and scheduled to not interfere with the other employment Employee. Consulting services may include, but are not limited to, assisting with the overseeing of the successful conclusion of the implementation of the transaction agreement with Bio-Rad and the identification and execution of a pharma business partner alliance, strategic planning, and providing assistance with any pending litigation against the Company (including attending depositions and serving as a witness for the Company for any trial) (the “Consulting Services”) with any and all reasonable documentation out-of-pocket expenses reimbursed by the Company. The times and places of performance shall be set so as to best accommodate the schedules of the Parties, and not unnecessarily interfere with (i) other employment or business ventures of Employee (including part-time employment or consulting with other businesses), and/or (ii) normal business operations of the Company. Nothing in this Agreement shall in any way be construed to constitute Employee as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Employee is not authorized to bind the Company to any liability or obligation or to represent that Employee has any such expenses to Company authority. Employee agrees that, during the Consulting Period, he will not, without the prior to receiving reimbursement; and written consent of the Company, (i) serve as a partner, consultant, officer, director, manager, agent, associate, investor, or (ii) directly or indirectly, own, purchase, organize, or (iii) Executive shall be entitled build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate himself with any business, in direct competition with or otherwise similar to continued use of his current the Company-provided car’s products or services. The amounts described A business in this Paragraph 2(b) shall be direct competition with or otherwise similar to the sole remuneration owed Company’s products or services is defined as a business that seeks to Executive by Company in respect do competitive business with existing customers of the provision Company or with customers that the Company might reasonably anticipate seeking within six months of the end of Employee’s consulting services described in Paragraph 2(a)period. (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Board. (d) During the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractor.

Consulting Period. (a) Executive Provided that you remain employed until the six-month anniversary of the date hereof or in the event that the Applicable Period is terminated by the Company prior to such date for reasons other than Cause, and subject to your satisfaction of the release requirement described in Section 7 below and your compliance with your obligations under Sections 5 and 6, upon the Separation Date you shall assume the responsibilities of a consultant to the Company agree that for a and, during the 18-month period of twelve (12) months immediately following the Separation Date (the “Transition Consulting Period”), Executive you shall serve provide such services as a consultant are requested by the Board or by the New CEO from time to Company, time (the “Consulting Services”). For the avoidance of doubt and subject to your obligations pursuant to Section 5, the terms Company acknowledges and conditions of this Agreement. During agrees that you will be permitted to seek and/or obtain new employment during the Transition Period, Executive Consulting Period and that the Consulting Services will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locationstimes and in such locations as are reasonably convenient to you, dates, taking into account your other professional and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreementpersonal commitments. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this AgreementDuring the Consulting Period, during the Transition Period: Company shall (i) Executive shall be entitled pay you a fee equal to receive a lump sum paymentyour monthly base salary in effect as of the Separation Date, payable on Company’s first regularly scheduled pay date that occurs after in arrears within ten days following the Effective Dateend of each month during the Consulting Period, in the amount of $1,000,000; and (ii) Executive reimburse your business expenses in accordance with the Company’s expense reimbursement policy. In addition, any outstanding Company equity-based awards that you hold as of the Separation Date will remain outstanding during the Consulting Period and continue to vest (and, as applicable, remain exercisable) in accordance with their terms so long as you remain available to perform the Consulting Services during the Consulting Period. Provided that you remain available to perform the Consulting Services during the Consulting Period, the last day of the Consulting Period shall be entitled deemed to reimbursement from Company, in an amount not to exceed $75,000 in be the aggregate during the Transition Period, date that your employment or other service terminates for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation purposes of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a)awards. (c) Executive shall For the avoidance of doubt, you and the Company hereby acknowledge that the Separation Date is expected to constitute a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”). In furtherance of the preceding sentence, you and the Company agree and anticipate that the level of Consulting Services that you will perform after the Separation Date will not be authorized exceed the maximum level that is presumed to incur expenses (other than as set forth result in Paragraph 2(ba "separation from service" in accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii)) or enter into agreements on behalf of or otherwise bind or represent Company . Your status during the Transition Consulting Period shall be that of an independent contractor and thereafternot, except for any purpose, that of an employee or agent with authority to bind the extent approved Company in advance by Company’s Chief Executive Officer or the Chairman of the Boardany respect. (d) During On the Transition next regular payroll date immediately following the date on which the Release (as defined in Section 7) becomes effective and irrevocable, the Company shall pay you a lump-sum payment in cash equal to eighteen times your monthly premium with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for continued health and dental coverage. (e) Prior to the commencement of the Consulting Period, Executive you and the Company shall perform enter into a customary consulting agreement in accordance with the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractorforegoing.

Consulting Period. (a) On or before July 1, 2003, the Company may elect in its sole discretion, in a writing delivered to the Executive, whether the Executive and shall continue to perform services as an independent contractor for the Company agree that for a period of twelve (12) months following the Separation Date Termination Date. If the Company makes such an election, the Executive shall be available to perform consulting services related to the preparation of Registration Statements and Forms 10-Q and 10-K and other services that are consistent with the services which Executive rendered in connection with the Executive's prior position as Vice President-Controller for the Company (the “Transition Period”"Consulting Duties"), Executive shall serve as a consultant to Companywhich may occupy substantially all of the Executive's available working time during ordinary business hours, subject to from August 16, 2003 until November 15, 2003 (the terms and conditions of this Agreement"Consulting Period"). During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Consulting Period, the Consultant Company shall be entitled pay to accept other employment the Executive a consulting fee twice a month (on the 15th and pursue other activities at the end of any month for which a consulting payment is due) based on a per annum rate of $450,000. The Company shall permit the Executive to perform substantially all of the consulting duties and interestsservices from the Executive's home office located in New Jersey. The Company shall also reimburse the Executive, so long as such employmentfollowing the submission of appropriate documentation, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreementfor any reasonable out-of-pocket business expenses that the Executive may incur in connection with the Consulting Duties; provided, however, that the Executive must obtain the Company's approval prior to incurring any individual expense in excess of $50. (b) In consideration for The Executive’s execution and nonrevocation of and compliance with this Agreement, 's relationship to the Company during the Transition Period: (i) term of the Consulting Period shall only be that of an independent contractor and the Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after perform all services during the Effective Date, in the amount of $1,000,000; (ii) Consulting Period as an independent contractor. The Executive shall not provide any services under the Company's name. Neither the Company nor the Executive shall hold out the Executive as an employee of the Company. The manner, means, details or methods by which the Executive performs the Executive's obligations under this Paragraph 10 shall be entitled to reimbursement from Companysolely within the discretion of the Executive. The Company shall not have the authority to, in an amount not to exceed $75,000 in nor shall it, supervise, direct or control the aggregate during the Transition Periodmanner, for the actual costs incurred by Executive in connection with maintaining an office (which officemeans, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance details or methods utilized by the Chief Executive Officer or to perform the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in Executive's obligations under this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a)10. (c) The Executive shall not acknowledges that the Executive is solely responsible for paying all federal, state, and local income or business taxes, including estimated taxes, self-employment and any other taxes, fees, additions to tax, interest or penalties which may be authorized assessed, imposed, or incurred as a result of the compensation provided to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent the Executive by the Company during the Transition Period Consulting Period. To the maximum extent permitted by law, the Executive shall indemnify and thereafterhold harmless the Company from and against all claims, except losses, liabilities, damages, causes of action, costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys' fees) which the Company may suffer or incur in connection with the Executive's failure to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Boardpay any amounts required to be paid under this Paragraph 10. (d) During Except as provided in this Agreement, the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee entitled to the rights or fringe benefits afforded to employees of Company the Company, including health insurance, dental insurance, disability insurance, unemployment insurance, 401 (k) plans, stock options plans, or any other policy or plan applicable to employees of its affiliates for the Company. (e) Without prejudice to any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees claim that the Company may have for actual damages, in the event of a breach by the Executive will be fully and solely responsible for of this Paragraph 10, the Company shall not offset or seek against the Executive any income amounts owed or other tax liability imposed on previously paid to the Executive in his capacity as an independent contractorunder this Agreement.

Consulting Period. (a) Executive Provided that Employee’s employment is not terminated for Cause, Employee does not resign employment with First Interstate without Good Reason prior to the Specified Separation Date nor is Employee’s employment terminated due to death or Disability prior to the Specified Separation Date, from and Company agree that for a period of twelve (12) months following the Separation Date through the first anniversary of the Separation Date (or such earlier date as determined pursuant to this Section 3) (such applicable date, the “Transition Consulting Period End Date,” and such period between the Separation Date through the Consulting Period End Date, the “Consulting Period”), Executive Employee shall serve as a non-employee consultant to the Company providing such transition and advisory services to the Company, subject to the terms and conditions of this Agreement. During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by the Company and/or from time to time during the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that Consulting Period (the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature“Services”). During the Transition Consulting Period, Employee shall receive a cash consulting fee of $70,833 per month (the Consultant “Consulting Fee”), with such Consulting Fee to be prorated for any partial months during the Consulting Period. As a condition to receiving the Consulting Fee and any other benefits relating to his services as a consultant, Employee must execute and not revoke the Reaffirmation. b) The Consulting Period may be terminated by Employee prior to the Consulting Period End Date upon 30 days prior written notice to the Company. Employee agrees and acknowledges that, subject to the exceptions set forth in Section 8 (Whistleblower Protections) and Section 9 (Defend Trade Secrets Act), Employee shall not use or disclose any Confidential Information (as defined in the Employment Agreement) made available to Employee or to which Employee has access to during the Consulting Period. The Consulting Period may be terminated by the Company prior to the Consulting Period End Date upon 30 days prior written notice to Employee; provided, that in the event that the Consulting Period is terminated by the Company prior to the Consulting Period End Date without Cause, the Company shall, subject to Employee’s execution and non-revocation of the Reaffirmation, continue to pay the Consulting Fee through the first anniversary of the Separation Date. c) It is understood and agreed that Employee shall perform the Services as an independent contractor, and this Agreement is not intended by the parties to establish an employment relationship. Employee may not, at any time, act as a representative for or on behalf of the Company or its affiliates for any purpose or transaction, and may not bind or otherwise obligate the Company or its affiliates in any manner whatsoever without obtaining the prior written approval of the Company therefor. Employee shall be solely responsible for the payment of any federal, state or local income, withholding or payroll taxes owed by Employee solely due to the receipt of compensation for providing services as a consultant under this Agreement, and shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, assessments or liabilities from a taxing authority relating to any such taxes. In his capacity as a consultant, Employee shall not be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, participate in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman any employee benefit plans of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Board. (d) During the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, (provided that Employee may participate in the benefit plans of the Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive its affiliates in his capacity status as an independent contractora former employee of the Company where applicable).

Consulting Period. (a) Executive and Company agree Provided that this Agreement becomes effective pursuant to Section 14(a), for a the period of twelve (12) months following time beginning on the Separation Date through April 3, 2025 (such date, the “Transition Consulting Period End Date”, and the period of time beginning on the Separation Date and ending on the Consulting Period End Date, the “Consulting Period”), Executive shall serve provide consulting services to the Company as a consultant an independent contractor, to provide transition services and work on special projects as requested by the Company (the “Services”). Executive shall be available to provide such Services as reasonably requested by the Company at mutually agreed upon times; provided, however, that the Parties reasonably expect that the performance of the Services shall not require Executive to provide more than twenty percent (20%) of the average level of services rendered by Executive to the Company, its subsidiaries and its affiliates during the thirty (36) month period immediately preceding the Separation Date and the provision of Services shall not preclude Executive from performing other employment or consulting duties for other entities; subject to the terms and conditions of this Agreementany Restrictive Covenants (as defined below). During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Consulting Period, the Consultant Company shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreementpay Executive a monthly consulting fee of $20,000 (prorated for partial months). (b) In consideration for Executive’s execution During the Consulting Period, the Parties agree that Executive is and nonrevocation of and compliance with shall act as an independent contractor under this Agreement, during and not as an employee of the Transition Period: (i) Company. Subject only to such specific limitations as are contained in this Agreement, the manner, means, details or methods by which Executive performs the Services shall be entitled to receive a lump sum payment, payable on Companysolely within Executive’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) discretion. Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board acknowledges and incurred in the performance of consulting services hereunder; provided agrees that Executive shall be required to submit reasonable documentation solely responsible for all income, business or other taxes such as social security and unemployment payable as a result of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in fees paid for the Services under this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a)Section 2. (c) Executive The Consulting Period may be terminated by the Company for Cause (as defined below). If the Company terminates the Consulting Period for Cause, Executive’s outstanding equity awards shall not be authorized to incur expenses (other than immediately cease vesting as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Boardeffective date of Executive’s termination of employment. (d) During For purposes of this Agreement, “Cause” means any of the Transition following: (i) Executive’s willful misconduct in performance of Executive’s duties to the Company, where such willful misconduct has resulted in material damage to the Company; (ii) Executive’s willful commission of any act of fraud or embezzlement with respect to the Company; (iii) Executive’s conviction of a felony or plea of guilty or nolo contendere with respect thereto which is reasonably likely to adversely and significantly affect the business of the Company; (iv) Executive’s willful material breach of any material provision of this Agreement or any other written agreement between the Executive and the Company; (v) Executive’s breach of any of the terms of the Restrictive Covenant Agreement (as defined below); or (vi) Executive’s willful failure to comply with lawful directives of the Board, which has caused material damage to the Company. The Company shall not have Cause to terminate the Consulting Period unless (i) the Board reasonably determines in good faith that a “Cause” condition under such clauses has occurred; (ii) the Board notifies Executive in writing of the occurrence of the Cause condition within sixty (60) days of the Board’s first becoming aware of such occurrence; (iii) Executive fails to cure any such Cause condition, to the extent curable, within thirty (30) days of such notice (the “Cause Cure Period”); (iv) notwithstanding such efforts, the Cause condition continues to exist; and (v) the Board terminates the Consulting Period within sixty (60) days after the end of the Cause Cure Period. If Executive cures the Cause condition during the Cause Cure Period, Cause shall be deemed not to have occurred. Moreover, for purposes of this Agreement, no act or failure to act by Executive shall perform be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee best interests of Company or any of its affiliates for any purposethe Company. Accordingly, Company will not withhold federal or state income, social securityAny act, or other taxes failure to act, by Executive based upon express direction from the payments described Board shall be conclusively presumed to be done, or omitted to be done, by Executive in Paragraph 2(bgood faith and in the best interests of the Company. Executive shall be provided with a reasonable opportunity to be heard (either live or telephonically) by a quorum of the Board (excluding Executive) concerning the Company’s decision to terminate the Consulting Period for Cause within fifteen (15) days after written notice from the Company, unless delay is caused by the Company (in which case it shall be as promptly as practicable), unless otherwise required by law. and Executive agrees that the Executive will shall be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractorpermitted to have counsel present during such meeting.

Consulting Period. (a) Executive and Company agree that for Stitch Fix hereby engages Employee as a period of twelve (12) months consultant beginning on the first day following the Separation Date and ending on the date that is three months after of the Separation Date, unless terminated earlier as provided below (the “Transition Consulting Period”), Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreement. During the Transition Consulting Period, Executive will render those services Employee shall assist Stitch Fix in any area of Employee’s expertise, as reasonably requested by Company and/or the Board Stitch Fix on an as-needed basis up to a maximum of five hours per week (the “Consulting Services”). Employee’s relationship with Stitch Fix during normal business hours, which services shall include assisting Company in the transition Consulting Period will be that of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagementsan independent contractor, and such other services as may be reasonably requested by Company and/or the Board. The services described nothing in this paragraph Separation Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Separation Date. Other than provided in this Separation Agreement, Employee shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall not be entitled to accept other employment any of the benefits that Stitch Fix may make available to its employees. Employee shall have no authority to bind Stitch Fix to any contractual obligations, whether written, oral or implied. Employee shall not represent or purport to represent Stitch Fix in any manner whatsoever to any third party unless authorized by Stitch Fix, in writing, to do so. Employee shall exercise the highest degree of professionalism and pursue other activities utilize Employee’s expertise and interestscreative talents in performing the Consulting Services. When providing Consulting Services, so long as such Employee shall abide by Stitch Fix’s policies and procedures. Throughout the Consulting Period, Employee may engage in employment, activities consulting, or other work relationships in addition to performing Consulting Services for Stitch Fix. In order to protect Stitch Fix’s trade secrets and interests do not otherwise breach Executive’s covenants confidential and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreementproprietary information, during the Transition Consulting Period: (i) Executive , Employee shall be entitled not obtain employment with or perform competitive work for any business entity, or engage in any other work activity that is competitive with Stitch Fix. Employee may terminate the Consulting Period at any time upon written notice to receive a lump sum payment, payable on the Company’s first regularly scheduled pay date that occurs after . Stitch Fix may terminate the Effective Date, Consulting Period upon written notice to Employee in the amount event of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance Employee’s material breach of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the any provision of the consulting services described in Paragraph 2(athis Separation Agreement or any breach of her Confidentiality Agreement (as defined below). (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer or the Chairman of the Board. (d) During the Transition Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall not be deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive in his capacity as an independent contractor.

Consulting Period. (ai) Executive Subject to my continued compliance with my obligations under this Agreement, and Company agree that in consideration of the covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined below) by signing Schedule A (the “Reaffirmation”), I will be engaged as a consultant to SLM for a period of twelve (12) months beginning the day immediately following the Separation Effective Date and ending on December 31, 2021 (the “Transition Consulting End Date,” and the period between the Effective Date and the Consulting End Date, the “Consulting Period”), Executive shall serve as a consultant to Company, subject to unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. My services hereunder during the terms Consulting Period will consist of such consulting and conditions of this Agreement. During the Transition Period, Executive will render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagementsadvisory services, and shall be provided at such other services times as may be reasonably requested from time to time by Company and/or the Board of Directors of SLM (the “Board. The services described in this paragraph shall be performed at such locations”), dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer (“CEO”) or the Chairman any other executive officer of the Board and incurred in the performance of consulting SLM; provided, however, that such services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses required for more than an average of twenty (20) hours per month. During the Consulting Period, I may perform such duties and responsibilities as may be required by the Board, the CEO or any other than executive officer of SLM as set forth a consultant from any location within the United States; provided that, in Paragraph 2(b)) or enter into agreements the event any such travel is required on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, except to the extent approved in advance by Company’s Chief Executive Officer SLM or the Chairman of Bank, as requested by the Board. (d) , the CEO or any other executive officer of SLM, SLM shall reimburse me for any reasonable travel and lodging expenses in connection with my travel. During the Transition Consulting Period, Executive shall perform the services requested by Company under this Agreement as an independent contractor and shall I will not be deemed treated as an employee of Company SLM or any of its subsidiaries or affiliates for any purpose. Accordinglypurposes, Company including, without limitation, for purposes of any past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and I will not withhold federal have any authority to bind SLM or state incomeany of its subsidiaries or affiliates in any way. My services hereunder during the Consulting Period, social securityif any, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that the Executive will be fully and solely responsible for any income or other tax liability imposed on Executive performed in his the capacity as of an independent contractor. (ii) In connection with my services as a consultant during the Consulting Period, SLM will pay me an aggregate consulting fee of $225,000, with such amount to be paid in equal monthly installments from January 1, 2021 through December 31, 2021, to be paid in arrears (the “Consulting Fees”); provided that the payment of the final monthly Consulting Fee will be contingent on my executing and not revoking the Reaffirmation at the end of the Consulting Period.

Consulting Period. (a) Subject to (i) Section 6 hereof and (ii) the timely execution by the Executive following the Transition Date of the release described in Section 8 and Company agree that for a the expiration of any revocation period of twelve (12) months following such release, during the Separation period commencing on the Transition Date through the first anniversary of the Transition Date (the “Transition Consulting Period”), the Company shall retain the Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreementspecial advisor. During the Transition Consulting Period, the Executive will render those services shall make himself available, as reasonably requested by Company and/or the Board on an as-needed basis during normal business hoursBoard, which services shall include assisting Company to: (i) provide transitional support to the successor Chief Executive Officer, (ii) provide litigation support, (iii) assist in the transition evaluation of his duties strategic alternatives and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and (iv) provide such other services as may be reasonably reasonable support requested by Company and/or the Board. The Such services described in this paragraph shall be reasonably related to, and consistent with, the Executive’s former position as President and Chief Executive Officer of the Company. Such services shall be performed at on mutually agreed upon dates and such locations, dates, and times as Company and Executive advisory services shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that not unreasonably interfere with the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreementother business or personal activities. (b) In consideration for Subject to the Executive’s execution performance of the duties set forth in Section 3(a) and nonrevocation subject to Section 6 hereof, the Company shall pay the Executive a monthly consulting fee of and compliance with this $40,000 during the Consulting Period. If the Company terminates the Consulting Period prior to the first anniversary of the Transition Date or the Consulting Period ends due to the Executive’s death or “Disability” (as defined in the Employment Agreement), then the Company shall pay to the Executive any remaining portion of such fee in a lump sum within ten (10) days of such termination of the Consulting Period. Following the Consulting Period, the Board shall consider providing a discretionary bonus to the Executive based upon the contributions made by the Executive during the Transition Period and Consulting Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the sole remuneration owed to Executive by Company in respect of the provision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized Subject to incur expenses (other than as the Executive’s performance of the duties set forth in Paragraph 2(b)Section 3(a) or enter into agreements on behalf of or otherwise bind or represent Company and subject to Section 6 hereof, during the Transition Period and thereafterConsulting Period, except (1) the restricted stock unit award with respect to 39,971 shares of the extent approved in advance by Company’s Chief Executive Officer or common stock scheduled to vest in February 2013 and (2) the Chairman restricted stock unit awards with respect to 94,250 shares of the BoardCompany’s common stock scheduled to vest in August 2013 (collectively, the awards with respect to such 134,221 shares are referred to herein as the “Continuing Awards”) shall each continue to vest in accordance with their existing vesting schedules. All other unvested equity or unvested equity-based awards held by the Executive on the Transition Date shall be forfeited on such date. All vested outstanding stock options held by the Executive on the Transition Date shall be treated in accordance with their terms. Any early termination of the Consulting Period by the Company shall not affect the Executive’s rights under this Section 3(c). (d) During the Transition Consulting Period, the Executive shall perform the services requested by Company under this Agreement as be an independent contractor of the Company and shall not be deemed considered for any purpose to be an employee or agent of the Company or any of its affiliates and shall not have the authority to speak for any purpose. Accordinglyor on behalf of or bind the Company. (e) During the Consulting Period, the Company will not withhold federal or state income, social security, or other taxes from the payments described in Paragraph 2(b), unless otherwise required by law. Executive agrees that shall provide the Executive will be fully with reasonable administrative support and solely responsible for any income or other tax liability imposed services and continue to support the Executive’s e-mail address on Executive in his capacity as an independent contractorthe Company’s e-mail system.