Common use of Older Workers Benefit Protection Act Clause in Contracts

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly Employee acknowledges that it is the mutual intent of the parties that the full release contained in this Release Agreement fully complies with the Older Workers Benefit Protection Act. Accordingly, this Agreement requires, and Employee acknowledges and agrees that: (a) the consideration provided to Employee under this Agreement exceeds the nature and scope of any consideration to which Employee would otherwise have been legally entitled to receive absent Employee’s execution of this Agreement; (b) execution of this Agreement and the full release herein, which specifically includes a waiver and release of all any claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. is Employee’s knowing and voluntary act; (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (ic) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been hereby advised to consult with an attorney before signing prior to executing this Release. Agreement; (vd) Executive Employee has been granted twentyforty-one five (2145) calendar days after he is presented with within which to consider this Release to decide whether or not to sign Agreement and Employee’s signature on this Release. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twentythis forty-one five (2145) day period. period (vishould Employee choose not to take the full period offered) Executive constitutes an irrevocable waiver of said period or its remainder; (e) in the event Employee signs this Agreement, Employee has the right to revoke this general release within another seven (7) calendar days to revoke it by delivering a written notice of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant revocation to the Employment Agreement or individual addressee identified in the Change of Control Agreement, as applicable, will be null and void in their entiretyNotice provision below (Section 17), and he will this Agreement does not receive become effective until the expiration of this seven-day period; (f) Employee has read and fully understands the terms of this Agreement; and (g) nothing contained in this Agreement purports to release any severance payments of Employee’s rights or benefits claims under the Age Discrimination in Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day Act that may arise from acts occurring after the date on which he signs of the execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraphSection, and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs Date of this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement Payment or the Change of Control AgreementBenefit Continuation. If he wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxx Xxxxxx, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, General Counsel at the offices of the Company Employer on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs Date of this ReleaseAgreement.

Older Workers Benefit Protection Act. In accordance with the Older Worker’s Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Executive has read this Release are written and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Release, Executive does not cover rights or claims waive any Claims that may arise after the date on which he signs of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release. (iiic) This Executive has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (ivd) The Company advises Executive has been advised to consult with an attorney before signing prior to executing this Release. (ve) Executive has been granted twenty-one (21) days after he is presented with this Release [forty-five (45) days)]1 to review and decide whether or not to sign this Release. If he executes Executive signs this Release prior to the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Release, whether or not material, Executive waives the restarting of the twenty-one (21) day period. (vif) Executive has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Executive revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Executive wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[NAME, orOFFICER TITLE, if Executive is serving in such capacities as of the Termination DateDEPARTMENT, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyADDRESS], at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Executive signs this Release.

Older Workers Benefit Protection Act. The Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) The Executive has been advised to consult an attorney before signing this ReleaseAgreement. (v) The Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) The Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to Paragraph 6 of the Employment Transition and Separation Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control AgreementSeverance Benefits. If he wishes to revoke this Release, the Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, paragraph and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company Nominating and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Governance Committee of the Board of Directors of the Company, Company at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company Nominating and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Governance Committee of the Board of Directors of the Company, Company at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release This Agreement is intended to satisfy the requirements of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amendedOlder Workers’ Benefit Protection Act, 29 U.S.C. § 621, et seqsec. (“ADEA”626(f). The following terms and conditions apply general provisions, along with the other provisions of this Agreement, are agreed to and are part of the waiver and release of the ADEA claims under for this Releasepurpose: (i) This paragraph, 6.1 Employee acknowledges and agrees that he has read and understands the terms of this Release are written in a manner calculated to be understood by himAgreement. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims 6.2 Employee is advised that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to Employee should consult with an attorney before signing executing this ReleaseAgreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily. (v) Executive 6.3 Employee acknowledges that Employee has been granted twenty-one (21) given at least 21 days after he is presented with this Release in which to decide consider whether or not to sign enter into this ReleaseAgreement. If he executes this Release prior Employee understands that, at Employee’s option, Employee may elect not to use the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twentyfull 21-one (21) day consideration period. (vi) Executive has 6.4 This Agreement shall not become effective or enforceable until the right to eighth day after Employee signs this Agreement. In other words, Employee may revoke his acceptance of this general release Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by the Director, Human Resources of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before Buzztime by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee’s acceptance of this Agreement becomes binding and enforceable on the eighth day (7th ) “Effective Date”). Employee will notify the CEO in writing on or shortly after the eighth day after the date on which he signs this ReleaseAgreement as to whether Employee revoked the Agreement. 6.5 This Agreement does not waive or release any rights or claims that Employee may have that are based on any facts or events occurring after the execution of this Agreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, a. That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iii) This Release c. The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (iv) d. Executive has been is advised to consult an attorney before signing this General Release. (v) e. Executive has been granted is afforded twenty-one (21) days (or, in the event that the termination of Executive’s employment is in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that the termination of Executive’s employment is in connection with an exit incentive or other employment termination program, Executive is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) g. Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Section 2 of the Employment Agreement or the Change of Control Agreement. . h. If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the CompanyCricket’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company President on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that Executive has read and understands this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967Agreement, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult with an attorney before signing regarding this ReleaseAgreement, and has received all advice that Executive deems necessary prior to executing this Agreement such that Executive is entering into this Agreement freely, knowingly, and voluntarily. (v) 4.1. Executive acknowledges Executive has been granted given twenty-one (21) calendar days to consider whether to enter into this Agreement, has taken as much of this time as Executive deems necessary to consider whether to enter into this Agreement, and that any changes to this Agreement, whether material or immaterial, do not restart the 21-day period that Executive has to consider this Agreement.1 4.2. This Agreement will become effective on the eighth (8th) calendar day after Executive executes the Agreement, provided that Executive signs this Agreement within twenty-one (21) days after he is presented with the Separation Date, does not revoke this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorneyAgreement, and hereby waives the remainder of the twenty-one (21) day period. (vi) Effective Time occurs. Executive has the right to may revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver by delivering a written notice stating his or her intent of revocation to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) calendar day after Executive signs the date Agreement in order for the revocation to be effective. 1 Period to be 45 days in the event termination constitutes “an exit incentive or other employment termination program offered to a group or class of employees” under the ADEA. 4.3. Nothing in this Agreement is intended to preclude or prevent Executive from filing an age or other discrimination or retaliation charge or claim under the Age Discrimination in Employment Act (“ADEA”) with the federal Equal Employment Opportunity Commission (“EEOC”), although Executive may have no right to monetary or other relief or remedy by reason of the claims Executive has released in this Agreement. Further, nothing in this Agreement is intended to preclude or prevent Executive from participating in any investigation or proceeding conducted by the EEOC on which he signs any ADEA claim. 4.4. Nothing in this ReleaseAgreement is intended to preclude or prevent Executive from challenging in any court or before any agency the knowing and voluntary nature of the waiver of any ADEA claim.

Older Workers Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Executive agrees understands and expressly acknowledges that she has been advised by this Release includes a waiver writing that: (a) she has read and understands the terms of this Agreement; (b) she has been advised in writing to consult with an attorney before executing this Agreement; (c) she has obtained and considered such legal counsel as she deems necessary; (d) she has been given 21 days within which to consider this Agreement (although Executive may elect not to use the full 21-day period at Executive’s option); and (e) by signing this Agreement, Executive acknowledges that she does so freely, knowingly, and voluntarily. This Agreement shall not become effective or enforceable until the eighth day after Executive signs this Agreement. In other words, Executive may revoke her acceptance of this Agreement within seven (7) days after the date she signs it. Executive’s revocation must be in writing and received by Groupon, Inc., 000 X. Xxxxxxx Xxx., Xxxxx 000, Xxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxxxxx by 5:00 p.m. Central Time on the seventh day in order to be effective. If Executive does not revoke acceptance within the seven (7) day period, Executive’s acceptance of this Agreement shall become binding and enforceable on the eighth day (the “Effective Date”). This Agreement does not waive or release of all any rights or claims which he has or that Executive may have under the Age Discrimination in Employment Act that arise after the execution of 1967this Agreement. In addition, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part this Agreement does not prohibit Executive from challenging the validity of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The Agreement’s waiver and release of claims under the ADEA contained Age Discrimination in this Release does not cover rights or claims that may arise after the date on which he signs this ReleaseEmployment Act. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive The Employee agrees and expressly acknowledges that this Severance Agreement and General Release includes a waiver and release of all claims which he (s)he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621U.S.C.§621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i) This paragraph, 1. That this paragraph and this Release Agreement are written in a manner calculated to be understood by himEmployee. (ii) 2. The waiver and release of claims under the ADEA contained in this Release does Agreement do not cover rights or claims that may arise after the date on which he Employee signs this ReleaseAgreement. (iii) 3. This Release Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been 4. The Employee is advised to consult an attorney before signing this ReleaseAgreement. (v) Executive 5. The Employee has been granted twenty-one (21) days after he is being presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he the Employee executes this Release Agreement prior to the expiration of such period, he or she does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has 6. The Employee will have the right to revoke this general release Agreement within seven (7) days of signing this ReleaseAgreement. In the event he does sothis Agreement is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, its entirety and he Employee will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreementset forth in Section 1 above. 7. If he the Employee wishes to revoke this ReleaseAgreement, Executive the Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxx Xxxx, orDirector Human Resources, if Executive is serving in such capacities as of the Termination DateAdvanced Medical Optics, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyInc., at the offices of the Company 0000 X. Xx. Xxxxxx Xxxxx, Santa Ana, California 92705, on or before 5:00 p.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs Employee’s execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive The Parties acknowledge that it is their mutual and specific intent that the above waiver fully comply with the requirements of the Older Workers Benefit Protection Act (29 U.S.C. § 626) and any similar law governing release of claims. Accordingly, Employee hereby acknowledges that: a. Employee is advised to consult with an attorney of his/her choice prior to signing this Agreement; and b. Employee has been offered at least twenty-one (21) days within which to review, consider and execute this Agreement; and c. Is, through this Agreement, releasing the Company from any and all claims Employee may have against the Company, including claims under the federal Age Discrimination in Employment Act (with the exception of challenges under the Older Workers Benefits Protection Act to a waiver of such claims), to the extent permitted by law. d. Knowingly and voluntarily agrees to the terms set forth in this Agreement. e. Knowingly and expressly acknowledges voluntarily intends to be legally bound by the same. f. Was advised and hereby is advised in writing to consider the terms of this Agreement and as is Employee’s right, consult prior to executing this Agreement with an attorney of Employee’s choice and at Employee’s expense. g. Has a full seven (7) days following the execution of this Agreement to revoke this Agreement by delivering notice of revocation to [REDACTED] at TreeHouse Foods, Inc., 0000 Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, before the end of such seven-day period; and has been and hereby is advised in writing that this Release includes a waiver and release of all Agreement shall not become effective or enforceable until such revocation period has expired. h. Understands that rights or claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 1967 (29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i.) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this ReleaseAgreement is executed are not waived. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. In accordance with the Older Worker’s Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Executive has read this Release are written and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Release, Executive does not cover rights or claims waive any Claims that may arise after the date on which he signs of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release. (iiic) This Executive has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (ivd) The Company advises Executive has been advised to consult with an attorney before signing prior to executing this Release. (ve) Executive has been granted twenty-one (21) days after he is presented with this Release [forty-five (45) days)]1 to review and decide whether or not to sign this Release. If he executes Executive signs this Release prior to the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Release, whether or not material, Executive waives the restarting of the twenty-one (21) day period. (vif) Executive has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Executive revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Executive wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[NAME, orOFFICER TITLE, if Executive is serving in such capacities as of the Termination DateDEPARTMENT, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyADDRESS], at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Executive signs this Release. 1 Note to Draft: Include instead of twenty-one days in this paragraph (e) if termination is part of a group termination/layoff.

Older Workers Benefit Protection Act. Executive agrees In accordance with the Older Worker’s Benefit Protection Act and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967ADEA, Former Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraphFormer Employee has read this Second Agreement and understands its terms and effect, including the fact that Former Employee is agreeing to release and forever discharge the Company and each of the Releasees from any claims released in this Release are written in a manner calculated to be understood by himSecond Agreement. (iib) The waiver and release of claims under the ADEA contained in Former Employee understands that, by entering into this Release Second Agreement, Former Employee does not cover rights or waive any claims that may arise after the date on which he signs of Former Employee’s execution of this ReleaseSecond Agreement, including without limitation any rights or claims that Former Employee may have to secure enforcement of the terms and conditions of this Second Agreement. (iiic) This Release provides Former Employee has signed this Second Agreement voluntarily and knowingly in exchange for the consideration described in this Second Agreement, which Former Employee acknowledges is adequate and satisfactory to Former Employee and in addition to anything of value any other benefits to which he Former Employee is already otherwise entitled. (ivd) Executive has been advised The Company advises Former Employee to consult with an attorney before signing prior to executing this ReleaseSecond Agreement. (ve) Executive Former Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this ReleaseSecond Agreement. If he executes Former Employee signs this Release Second Agreement prior to the expiration of such period, he does Former Employee acknowledges that Former Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Second Agreement, to consult with an attorney, counsel and that Former Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Second Agreement, whether or not material, Former Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Former Employee has the right to revoke this general release within seven (7) days of after signing this ReleaseSecond Agreement to revoke this Second Agreement and this Second Agreement will become effective upon the expiration of that revocation period. In the event he does soIf Former Employee revokes this Second Agreement during such seven (7)-day period, both this Release and the offer of benefits to him pursuant to the Employment Second Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Former Employee and Former Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment execution and non-revocation of this Second Agreement or (including those set forth in Section 3 of the Change of Control First Agreement. ). (g) If he Former Employee wishes to revoke this ReleaseSecond Agreement, Executive Former Employee shall deliver written notice stating his or her intent to revoke this Release Second Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxx Xxxxxx by email at Xxxxx.Xxxxxx@xxxxxxx.xxx, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. PT on the seventh (7th 7th) day after the date on which he Former Employee signs this Releasedocument.

Older Workers Benefit Protection Act. Executive This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (the "OWBPA"). The OWBPA provides that an individual cannot waive a right or claim under the Age Discrimination in Employment Act unless the waiver is knowing and voluntary. Pursuant to the terms of the OWBPA, Boyd xxxnowledges and agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may executed this Agreement voluntarily, and with full knowledge of its consequences. In addition, Boyd xxxeby acknowledges and agrees that: (a) this Agreement has been written in a manner that is calculated to be understood, and is understood, by Boyd; (x) the release provisions of this Agreement apply to any rights Boyd xxx have under the Age Discrimination in Employment Act ("ADEA"), including the rights to file a claim for age discrimination against the MTI Releasees with the Equal Employment Opportunity Commission, and to file a lawsuit against the MTI Releasees for age discrimination; (c) the release provisions of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions this Agreement do not apply to and are part of the waiver and release of the ADEA any rights or claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims Boyd xxx have under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs executes this Release. Agreement; (iiid) This Release provides for consideration MTI does not have a preexisting duty to pay Boyd xxx Sevexxxxx Xxxment identified in addition to anything paragraphs 1(a) of value to which he is already entitled. this Agreement; (ive) Executive has Boyd xxx been advised to consult with an attorney before signing prior to executing this Release. Agreement; and (vf) Executive has been granted Boyd xxx a period of at least twenty-one (21) days after he is presented with to review this Release Agreement prior to decide whether or not executing it and that Boyd xxx voluntarily chosen to sign execute this Release. If he executes this Release Agreement prior to the expiration execution of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twentythis 21-one (21) day period. ; and (vig) Executive has the right Boyd xxx a period of at least seven days after execution of this Agreement in which to revoke this general release within seven Agreement and that this Agreement shall not become effective until expiration of this seven-day period (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination "Effective Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release").

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, a. That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iii) This Release c. The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (iv) d. Executive has been is advised to consult an attorney before signing this General Release. (v) e. Executive has been granted is afforded twenty-one (21) days (or, in the event that the Involuntary Termination of Executive is in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that the Involuntary Termination of Executive's employment is in connection with an exit incentive or other employment termination program, Executive is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) g. Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Section 2 of the Employment Agreement or the Change of Control Agreement. . h. If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Cricket's President on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (the “OWBPA”). The OWBPA provides that this Release includes an individual cannot waive a waiver and release of all claims which he has right or may have claim under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”)) unless the waiver is knowing and voluntary. The following Pursuant to the terms and conditions apply to and are part of the waiver OWBPA, Executive acknowledges and release agrees that Executive has executed this Agreement voluntarily, and with full knowledge of the ADEA claims under this Release: its consequences. In addition, Executive acknowledges and agrees that: (i) This paragraph, and this Release are Agreement has been written in a manner that is calculated to be understood understood, and is understood, by him. Executive; (ii) The waiver and the release provisions of claims this Agreement apply to any rights that Executive may have to file a lawsuit against Company for age discrimination under the ADEA contained in ADEA; (iii) the release provisions of this Release does Agreement do not cover apply to any rights or claims that Executive may have under the ADEA that arise after the date on which he signs Executive executes this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. Agreement; (iv) Executive has been advised Company does not have a preexisting duty to consult an attorney before signing pay the amounts or enter into the agreements identified in this Release. Agreement; and (v) Executive has been granted twenty-one (21) days after he is presented advised in writing to consult with an attorney regarding the terms and conditions of this Release to decide whether Agreement. Upon consultation with Executive’s attorney, or Executive’s decision not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, Executive agrees, covenants and hereby waives represents that the remainder separation of Executive’s employment shall not for any purpose be deemed to have resulted from an “exit incentive program” or “any other termination program offered to a group or class of employees,” as those phrases are used in the OWBPA and its implementing regulations. Accordingly, Executive further acknowledges and agrees that: (i) Executive shall have a period of 21 days in which to consider whether to execute this Agreement; (ii) if Executive signs this Agreement before expiration of the twenty21-one (21) day period. , Executive has done so voluntarily; and (viiii) Executive has the right shall have a period of seven days after execution of this Agreement in which to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes Any such revocation must be in writing and must be delivered by e-mail to revoke this ReleaseXxx Xxxxxxx at xxxxxxxx@xxxxxx.xxx or Xxxx Xxxxxx at xxxxxxx@xxxxxx.xxx, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after Executive’s execution of this Agreement. Executive further agrees that any modifications, material or otherwise, made to this Agreement do not re-start or affect in any manner the date on which he signs this Releaseoriginal 21 calendar day consideration period.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, and That this General Release are is written in a manner calculated to be understood by himXxxxxx. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release. (iiic) This Release provides The rights to accelerated vesting of the performance share units and the right to receive shares of the Company’s common stock upon settlement of such units provide for consideration in addition to anything of value to which he Holder is already entitled. (ivx) Executive has been Xxxxxx is advised to consult an attorney before signing this General Release. (ve) Executive has been granted Holder is afforded twenty-one (21) days (or, in the event that Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has In the event that any termination of Xxxxxx’s employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such programs; and (ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (g) Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. (h) If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. In accordance with the Older Worker’s Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Executive has read this Release are written and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Release, Executive does not cover rights or claims waive any Claims that may arise after the date on which he signs of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release. (iiic) This Executive has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (ivd) The Company advises Executive has been advised to consult with an attorney before signing prior to executing this Release. (ve) Executive has been granted twenty-one (21) 21 days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Executive signs this Release prior to the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty-one (21) 21 day period. In the event of any changes to this Release, whether or not material, Executive waives the restarting of the 21 day period. (vif) Executive has the right seven days after signing this Release to revoke this general release within seven (7) days of signing this Release. In the event he does so, both Release and this Release and will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Executive revokes this Release during such seven-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreement. this Release. (g) If he Executive wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company Xxx Xxxxxxx, Executive Vice President, General Counsel and the Company’s Chief Executive Risk Officer, or00000 Xxxxxxxx Xxxx., if Executive is serving in such capacities as of the Termination DateXxxxx 000, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxx Xxxxxxx, at the offices of the Company XX 00000 on or before 5:00 p.m. Pacific Time on the seventh (7th ) day after the date on which he Executive signs this Release.

Older Workers Benefit Protection Act. The Parties intend for this Agreement to comply with Section 201 of the Older Workers Benefit Protection Act of 1990. Accordingly, Executive agrees acknowledges and expressly acknowledges represents as follows: (a) Executive has read and understands this Agreement and all of its terms, conditions, requirements and obligations; and (b) By executing this Agreement, Executive does not waive rights or Claims that may arise after the date this Release includes a waiver Agreement is executed; and (c) Prior to executing this Agreement, the Company has advised Executive in writing to consult with an attorney of Executive’s choosing in connection with this Agreement, Executive has had the opportunity to consult with an attorney of Executive’s choosing in connection with this Agreement, and release of all claims which he has or Executive is fully satisfied that Executive understands it completely; and (d) Executive waives such Claims as Executive may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms ) knowingly and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written voluntarily in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides exchange for consideration in addition to anything of value to which he Executive is already not otherwise entitled.; and (ive) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law; and (f) Executive has been advised to consult an attorney before signing this Release. (v) Executive had or has been granted offered a period of at least twenty-one (21) days after he is presented with within which to consider this Release Agreement and that the time period to decide whether review this Agreement will not be extended upon any material or not immaterial changes to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.Agreement; and (vig) Executive has the right to revoke this general release within will have seven (7) calendar days of signing from the date on which Executive signs this Release. In the event he does so, both this Release and the offer of benefits Agreement to him pursuant revoke Executive’s consent to the Employment Agreement terms of this Agreement. Such revocation must be in writing and must be addressed and sent via facsimile or electronic mail as follows: Exxx Xxxxxxxx, SVP, Human Resources, Fax: 200-000-0000, Email: exxxxxxxx@0x.xxx. Notice of such revocation must be received within the Change of Control seven (7) calendar days referenced above. Provided that Executive does not revoke this Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment this Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. become effective on the seventh (7th ) eighth calendar day after the date on which he Executive signs this ReleaseAgreement; and (h) In the event that Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, paragraph and this Release are written in a manner calculated to be understood by him. Executive has carefully read and fully understands all of the provisions of this Release and the information set forth in Appendix A. Executive is entering into this Release knowingly, freely and voluntarily in exchange for good and valuable consideration. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twentyforty-one five (2145) days after he is was presented with this Release to decide consider whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day consideration period. (vi) Executive has the right to revoke this general release Release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Separation Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Separation Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyBoard, at the offices of the Company on or before 5:00 p.m. PST on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of SV\897972.6 Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i) This That this paragraph, and this Release Agreement are written in a manner calculated to be understood by himEmployee. (ii) The waiver and release of claims under the ADEA contained in this Release does Agreement do not cover rights or claims that may arise after the date on which he Employee signs this ReleaseAgreement. (iii) This Release Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been Employee is advised to consult an attorney before signing this ReleaseAgreement. (v) Executive has been Employee is granted twenty-one (21) days after he Employee is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he Employee executes this Release Agreement prior to the expiration of such period, he Employee does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has Employee will have the right to revoke this general release Agreement within seven (7) days of signing this ReleaseAgreement. In the event he does sothis Agreement is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Employee will not receive any severance payments or the Severance payment and benefits under the Employment Agreement or the Change of Control described in Section 3 above. (vii) If after executing this Agreement. If he , Employee wishes to revoke this ReleaseAgreement, Executive he or she shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Txxxx Xxxxxxx on or before 5:00 p.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs this ReleaseAgreement Date.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraphSection, and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs Date of this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments the Severance Payment, Benefit Continuation, Accelerated Vesting or benefits under the Employment Agreement or the Change of Control AgreementBonus. If he wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxxxx Xxxxxx, orVice President, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, Human Resources at the offices of the Company Employer on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs Date of this ReleaseAgreement.

Older Workers Benefit Protection Act. In accordance with the Older Worker’s Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraph, and Executive has read this Release are written and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (ii) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Release, Executive does not cover rights or claims waive any Claims that may arise after the date on which he signs of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release. (iii) This Executive has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (iv) The Company advises Executive has been advised to consult with an attorney before signing prior to executing this Release. (v) Executive has been granted twenty-one (21) shall have until such time that is 21 days after he is presented with this Release the Separation Date (as defined in the Agreement) to review and decide whether or not to sign this Release. If he executes Executive signs this Release prior to the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty21-one (day period. In the event of any changes to this Release, whether or not material, Executive waives the restarting of the 21) -day period. (vi) Executive has the right seven days after signing this Release to revoke this general release within seven (7) days of signing this Release. In the event he does so, both Release and this Release and will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Executive revokes this Release during such seven-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to the Release Consideration or any severance of the payments or benefits under described in Section 3 of the Employment Agreement or the Change of Control Agreement. If he Executive wishes to revoke this ReleaseAgreement, Executive shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company Xxxxxx Xxxxx, Vice President, General Counsel and the Company’s Chief Executive OfficerCorporate Secretary, or0000 XxXxxxx Xxxxxx, if Executive is serving in such capacities as of the Termination DateXxxxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxxxxxxxx, at the offices of the Company 00000, on or before 5:00 p.m. Central Time on the seventh (7th ) day after the date on which he Executive signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and In accordance with the Older Workers’ Benefit Protection Act of 1990, Employee is aware of the following with respect to the release of all any claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of ): a. Employee has the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised right to consult with an attorney before signing this Release.Agreement, and is hereby advised to do so; (v) Executive b. Employee has been granted twenty-one (21) days to consider this Settlement Agreement and the release of any ADEA claim, which Employee may waive; c. Employee has seven (7) days after he signing this Agreement to revoke Employee’s release as to any ADEA claim, and the release will not be effective as to any ADEA claim until the eighth day following Employee’s execution of this Agreement; and d. A portion of the payment received under this Agreement is presented with specifically to release any claims under the ADEA. Company’s Initials/s/ BR 4 Employee’s Initials/s/ DB In the event Employee elects to revoke this Release release pursuant to decide whether or not paragraph 6(c) above, Employee shall notify Company by hand-delivery notice of the revocation, within seven (7) days after signing this Agreement to: Jxxx X. Xxxx, Shareholder Gxxxxxxxx & Kxxxxxx 2000 X. Xxxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, XX 00000 In the event Employee exercises the right to sign revoke this Release. If he executes release pursuant to paragraph 6(c) above, any and all obligations of Company under this Release Agreement shall be null and void, Employee agrees that if Employee signs this Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive period Employee has voluntarily waived the right to revoke consider this general release within seven Agreement for the full twenty-one (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th 21) day after the date on which he signs this Releaseperiod.

Older Workers Benefit Protection Act. Executive The Employee agrees and expressly acknowledges that this Severance Agreement and General Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § Sec. 621, et seq. (“"ADEA”"). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i) This paragraph, 1. That this paragraph and this Release Agreement are written in a manner calculated to be understood by himEmployee. (ii) 2. The waiver and release of claims under the ADEA contained in this Release does Agreement do not cover rights or claims that may arise after the date on which he Employee signs this ReleaseAgreement. (iii) 3. This Release Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been 4. The Employee is advised to consult an attorney before signing this ReleaseAgreement. (v) Executive 5. The Employee has been granted twentyforty-one five (2145) days after he is being presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he the Employee executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive 6. The Employee has been provided with disclosures concerning the ages of employees eligible and ineligible to receive severance under this offer. 7. The Employee will have the right to revoke this general release Agreement within seven (7) days of signing this ReleaseAgreement. In the event he does sothis Agreement is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. 8. If he the Employee wishes to revoke this Releaseagreement, Executive the Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company David Pyott, Chairman, Xxxxxxxxx and the Company’s Chief Executive OfficerCEO, orAllegan, if Executive is serving in such capacities as of the Termination DateInc. 2525 Dupont Drive, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyIrxxxx, at the offices of the Company on or before 5:00 p.m. Xxxxxxxxxx 00000 xx xx xxxxxx 0:00 x.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs Employee's execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees This Agreement constitutes a knowing and expressly acknowledges voluntary waiver of any and all rights or claims that this Release includes a waiver and release of all claims which he Employee has or may have under the Federal Age Discrimination in In Employment Act, as amended by the Older Workers’ Benefit Protection Act of 1967, as amended1990, 29 U.S.C. §§ 621, 621 et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, paragraph and this Release Agreement are written in a manner calculated to be understood by him. (ii) The Employee. Employee is hereby advised in writing to consult with an attorney before signing this Agreement. Employee acknowledges that, in return for this Agreement, Employee will receive consideration beyond that which Employee was already entitled to receive before entering into this Agreement. Employee acknowledges that Employee has had a reasonable time of 21 days in which to consider signing this Agreement. If Employee decides not to use all 21 days, Employee knowingly and voluntarily waives any claims that Employee was not given the 21-day period or did not use the entire 21 days to consider this Agreement. Employee may revoke the waiver and release of claims under the ADEA contained at any time within the 7-day period following the date Employee signs this Agreement by providing written notice of revocation to the Company, directed to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxx.xxx. The waiver of claims under the ADEA as set forth in this Release does Paragraph shall not cover rights become effective or enforceable until 12:01 a.m. on the 8th day after Employee signs the Agreement. Notwithstanding Employee’s right to revoke the waiver of claims that may arise after under the ADEA, the remaining terms of this Agreement shall become effective and enforceable as of the date on which he that Employee signs this Release. Agreement, except that if Employee revokes the waiver of claims under the ADEA, Employee will receive only Five Thousand Dollars and Zero Cents (iii$5,000.00) This Release provides for consideration (payable in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) lump sum within 10 days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorneyrevocation), and hereby waives not the remainder of the twenty-one (21) day period. (vi) Executive has the right consideration set forth in Paragraph 2 of this Agreement. Employee understands that Employee may not sign this Agreement prior to revoke this general release within seven (7) days of signing this Release. In the event he September 15, 2021, and that if Employee does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will shall be null and void in their entirety, and he will not receive any severance payments of no force or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Releaseeffect.

Older Workers Benefit Protection Act. In accordance with the Older Workers Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraph, Executive has read this Agreement and this Release are written in a manner calculated to be understood by himunderstands its terms and effect. (ii) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Agreement, Executive does not cover rights or claims waive any Claims that may arise after the date on which he Executive signs this ReleaseAgreement. (iii) This Release provides Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (iv) The Company advises Executive has been advised to consult with an attorney before signing executing this ReleaseAgreement. (v) Executive has been granted twenty-one (21) 21 days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Executive signs this Release prior to Agreement before the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty21-one (day period. In the event of any changes to this Agreement, whether or not material, Executive waives the restarting of the 21) -day period. (vi) Executive has the right seven days after signing this Agreement to revoke this general release within seven (7) days Agreement and this Agreement will become effective upon the expiration of signing that revocation period. If Executive revokes this Release. In the event he does soAgreement during such seven-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Executive wishes to revoke this ReleaseAgreement, Executive shall must deliver written notice stating his or her intent of Executive’s revocation to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerMichelle Xxxxxx xx 000 Crosxxxx Xxxx, or0xx Xxxxx, if Executive is serving in such capacities as of the Termination DateXxxxxxxxxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxx Xxxxxx 00000, at the offices of the Company on or xx xx before 5:00 p.m. on the seventh (7th ) day after the date on which he Executive signs this ReleaseAgreement.

Older Workers Benefit Protection Act. In accordance with the Older Worker’s Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Executive has read this Release are written and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Release, Executive does not cover rights or claims waive any Claims that may arise after the date on which he signs of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release. (iiic) This Executive has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (ivd) The Company advises Executive has been advised to consult with an attorney before signing prior to executing this Release. (ve) Executive has been granted [twenty-one (21) days after he is presented with this Release days] [forty-five (45) days)]1 to review and decide whether or not to sign this Release. If he executes Executive signs this Release prior to the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the [twenty-one (21)] [forty-five (45)] day period. In the event of any changes to this Release, whether or not material, Executive waives the restarting of the [twenty-one (21)] [forty-five (45) day day] period. (vif) Executive has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Executive revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Executive wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[NAME, orOFFICER TITLE, if Executive is serving in such capacities as of the Termination DateDEPARTMENT, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyADDRESS], at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Executive signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iiic) This Release The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (ivd) Executive has been is advised to consult an attorney before signing this General Release. (ve) Executive has been granted is afforded twenty-one (21) days after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in the Employment Agreement or the Change of Control Agreement. . (g) If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Cricket's Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Officer or Senior Vice President and General Counsel on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iiic) This Release The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (ivd) Executive has been is advised to consult an attorney before signing this General Release. (ve) Executive has been granted is afforded twenty-one (21) days after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Section 2(d) of the Employment Agreement or the Change of Control Agreement. . (g) If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the CompanyCricket’s Chief Executive OfficerOfficer or Senior Vice President, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Human Resources on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iiic) This Release The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (ivd) Executive has been is advised to consult an attorney before signing this General Release. (ve) Executive has been granted is afforded twenty-one (21) days after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Section 4(b) of the Employment Agreement or the Change of Control Agreement. . (g) If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the CompanyCricket’s Chief Executive OfficerOfficer or Senior Vice President, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Human Resources on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees The Older Workers Benefit Protection Act (“OWBPA”) applies to individuals age 40 and expressly acknowledges that this Release includes a waiver older and release of all claims which he has or may have sets forth certain criteria for such individuals to waive their rights under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”)) in connection with an exit incentive program or other employment termination program. I understand and have been advised that this Release of My Claims is subject to the terms of the OWBPA. The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in OWBPA provides that an individual cannot waive a manner calculated to be understood by him. (ii) The waiver and release of claims right or claim under the ADEA contained in unless the waiver is knowing and voluntary. I have been advised of this law, and I agree that I am signing this Release does not cover rights or claims voluntarily, and with full knowledge of its consequences. I understand that may arise after the Employer is giving me at least forty-five (45) days from the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything I received a copy of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not I want to sign it. I acknowledge that I have been advised to use this time to consult with an attorney about the effect of this Release. If he executes I sign this Release prior before the end of the forty-five (45) day period it will be my personal, voluntary decision to do so, and will be done with full knowledge of my legal rights. I agree that material /s/ MCS EMPLOYEE INITIALS and/or immaterial changes to the expiration Separation Agreement or this Release will not restart the running of such this consideration period. I also acknowledge the following: A. I have received and reviewed a separate document entitled, he does so voluntarily “BioSante Pharmaceuticals, Inc. Officer Severance Policy,” (the “Officer Severance Policy”) and after having had it clearly explains any class, unit, or group of individuals covered by the opportunity to consult with an attorneyOfficer Severance Policy, any eligibility factors for the plan, and hereby waives any time limits which apply to the remainder plan; B. The Officer Severance Policy has been written in a way that I understand and I do understand it; C. I have received, reviewed and understand the attached documents entitled, “BioSante Reduction in Force and Attachment A,” which clearly explain the job classification and ages of the twenty-one (21) day period. (vi) Executive has the right all individuals eligible or selected for termination of employment pursuant to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release Employer’s reduction in force and the offer ages of benefits to him pursuant to all individuals in the Employment Agreement same job classification or organizational unit who are not selected for termination of employment. By my signature below, I acknowledge and agree that these documents comply with the Change OWBPA disclosure requirements by clearly describing the class, unit, or group of Control Agreement, as applicable, will be null and void in their entiretyindividuals from which I was selected for termination (the “decisional unit”), and he will not receive any severance payments the job classification and ages of all individuals eligible or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company selected and the Company’s Chief Executive Officer, or, if Executive is serving ages of all individuals in such capacities as the same job classification or organizational unit who were not selected for termination of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Releaseemployment.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraph, paragraph and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman Director of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, Human Resources at the offices of the Company Employer on or before 5:00 p.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs this ReleaseAgreement.

Older Workers Benefit Protection Act. In accordance with the Older Workers Benefit Protection Act, Executive agrees understands and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to accepting the expiration of such period, he does so voluntarily Transition Agreement and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event Executive further understands and acknowledges that he does so, both has at least 21 days to sign this Release by dating and signing a copy of this Release and the offer of benefits to him pursuant returning it to the Employment Agreement or the Change of Control AgreementCompany, as applicablealthough it may be accepted at any time within such period. Executive further understands that, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke once having signed this Release, Executive shall deliver will have an additional 7 days within which to revoke the release of claims solely under the Age Discrimination in Employment Act (the “ADEA Release”), by delivering written notice stating his or her intent to revoke this of revocation of the ADEA Release to the Chairman Company’s General Counsel. If Executive revokes such ADEA Release during such seven-day period, Executive will not be eligible for the payments and benefits under Section 2(b) of the Board Transition Agreement. EXECUTIVE UNDERSTANDS THAT HE IS ENTITLED TO CONSULT WITH, AND HAS CONSULTED WITH, AN ATTORNEY PRIOR TO SIGNING THIS RELEASE AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS RELEASE. EXECUTIVE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE TRANSITION AGREEMENT. Date: December 18, 2009 /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Re: Consulting Services Agreement Dear Don: This letter agreement sets forth the terms and conditions of Directors of your consulting services to E*TRADE Financial Corp. (the Company and “Company”), effective December 31, 2009 through June 30, 2010 (the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release“Consulting Period”).

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621U.S.C.§621, et seq. (“ADEA”). The Employee further acknowledges the following terms and conditions conditions, which apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i) This paragraph, 1. That this paragraph and this Release Agreement are written in a manner calculated to be understood by himEmployee. (ii) 2. The waiver and release of claims under the ADEA contained in this Release does Agreement do not cover rights or claims that may arise after the date on which he Employee signs this ReleaseAgreement. (iii) 3. This Release Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been 4. Employee is advised to consult an attorney before signing this ReleaseAgreement. (v) Executive 5. Employee has been granted twenty-one (21) days after he is being presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he Employee executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has 6. Employee will have the right to revoke this general release Agreement within seven (7) days of signing this ReleaseAgreement. In the event he does sothis Agreement is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. 7. If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company Mxxxxxx X. Xxxxxxx, Vice President, Assistant General Counsel and the Company’s Chief Executive OfficerAssistant Secretary, orAllergan, if Executive is serving in such capacities as of the Termination DateInc., to the Chairman of the Compensation Committee of the Board of Directors of the Company2000 Xxxxxx Xxxxx, at the offices of the Company Xxxxxx, Xxxxxxxxxx, 00000, on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs Employee’s execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees In accordance with the Older Workers Benefit Protection Act, Employee understands and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing accepting this Release. (v) Executive Agreement. Employee further understands and acknowledges that he or he has been granted twenty-one (21) up to 21 days after he from the date this Agreement is presented with to Employee to accept this Release to decide whether or not to sign Agreement by dating and signing a copy of this Release. If he executes this Release prior Agreement and returning it to the expiration of Company, although it may be accepted at any time within such period. Employee further understands that, he does so voluntarily and after once having had the opportunity to consult with accepted this Agreement, Employee will have an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within additional seven (7) days within which to revoke his acceptance, by delivering written notice of signing execution of the Agreement to Xxxxxx Xxxxxxx, Executive Vice President and Chief Human Resources Officer. If Employee revokes this ReleaseAgreement during the seven- day period, Employee will not be eligible for and will be required to return all consideration received under this Agreement. In EMPLOYEE UNDERSTANDS THAT HE IS ENTITLED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 2. Dated: 8/14/12 Employee Dated: 8/15/12 E*TRADE Financial Corporation By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chairman and Interim Chief Executive Officer I, Xxxxx X. Xxxxxxxx, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of E*TRADE Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the event he does sostatements made, both in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Release report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the offer preparation of benefits to him pursuant to financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman effectiveness of the Board of Directors registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the Company disclosure controls and the Company’s Chief Executive Officerprocedures, or, if Executive is serving in such capacities as of the Termination Dateend of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Chairman registrant’s auditors and the audit committee of the Compensation Committee registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: November 1, 2012 E*TRADE Financial Corporation (Registrant) By /S/ XXXXX X. XXXXXXXX I, Xxxxxxx X. Xxxxxxx, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of E*TRADE Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the Board circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of Directors operations and cash flows of the Companyregistrant as of, at and for, the offices periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the Company registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or before 5:00 p.m. is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the seventh registrant’s auditors and the audit committee of the registrant’s board of directors (7th or persons performing the equivalent functions): a) day after All significant deficiencies and material weaknesses in the date design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: November 1, 2012 E*TRADE Financial Corporation (Registrant) By /S/ XXXXXXX X. XXXXXXX The certification set forth below is being submitted in connection with this Quarterly Report on which he signs this ReleaseForm 10-Q of E*TRADE Financial Corporation (the “Quarterly Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. Xxxxx X. Xxxxxxxx, the Chairman & Interim Chief Executive Officer and Xxxxxxx X. Xxxxxxx, the Chief Financial Officer of E*TRADE Financial Corporation, each certifies that, to the best of their knowledge: 1. the Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of E*TRADE Financial Corporation.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that In accordance with the Older Worker’s Benefit Protection Act, Employee is hereby advised as follows: (a) Employee has read this Release includes a waiver and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release. Specifically, Employee understands and agrees that age discrimination claims are specifically intended to be included as part of the released claims described in this Release and Employee is waiving and releasing any and all rights or claims which that he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms ) and conditions apply to and are part the Older Workers Benefit Protection Act (“OWBPA”) which may have arisen on or before the date of the waiver and release execution of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (iib) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Release, Employee does not cover rights or claims waive any Claims that may arise after the date on of Employee’s execution of this Release, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Release including payment of the Severance (as defined in Clause 4 of Schedule One). (c) Employee has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which he signs Employee acknowledges is adequate and satisfactory to Employee and in addition to any other benefits to which Employee is otherwise entitled. (d) The Company advises Employee to consult with an attorney prior to executing this Release. (iiie) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive Employee has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Employee signs this Release prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) period. In the event of any changes to this Release, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Employee has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Employee revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Employee wishes to revoke this Release, Executive Employee shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors Xxxx Xxx, Executive Vice President, General Counsel and Chief Corporate Affairs Officer of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in (or such capacities other individual as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company may nominate) on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under 2 In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Employee has read this Release are written and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Release, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this Release, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Release. (iiic) This Employee has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. 2 NTD: Insert if employee is age 40 and over. (ivd) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this Release. (ve) Executive Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Employee signs this Release prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Release, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Employee has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Employee revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Employee wishes to revoke this Release, Executive Employee shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[NAME, orOFFICER TITLE, if Executive is serving in such capacities as of the Termination DateDEPARTMENT, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyADDRESS], at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this Release.

Older Workers Benefit Protection Act. Executive This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose: i. Employee acknowledges and agrees that Employee has read and expressly understands the terms of this Agreement. ii. Employee is advised that Employee should consult with an attorney before executing this Agreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Release includes Agreement freely, knowingly, and voluntarily. iii. Employee acknowledges that Employee has been given at least 21 days in which to consider whether or not to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full 21-day period. iv. If Employee accepts the Agreement, Employee shall deliver a waiver signed copy to Txx Xxxxxx as a member of the Board of Directors as soon as practical but no later than 21 days after receipt of the Agreement. This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement, or as soon thereafter as Employee satisfies the conditions expressed in paragraph 2 above. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven days after the date Employee signs it. Employee’s revocation must be in writing and received by Txx Xxxxxx as member of the Board of Directors by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee’s acceptance of this Agreement becomes binding and enforceable on the eighth day (the “Effective Date”). The Severance Payment will become due and payable in accordance with paragraph 1 above after the Effective Date, provided Employee does not revoke. v. This Agreement does not waive or release of all any rights or claims which he has or that Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs execution of this ReleaseAgreement. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Employee has read this Release are written and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Release, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this Release, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Release. (iiic) This Employee has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (ivd) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this Release. (ve) Executive Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Employee signs this Release prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Release, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Employee has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Employee revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Employee wishes to revoke this Release, Executive Employee shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[NAME, orOFFICER TITLE, if Executive is serving in such capacities as of the Termination DateDEPARTMENT, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyADDRESS], at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this Release.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, and a. That this General Release are is written in a manner calculated to be understood by himXxxxxx. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release. (iii) This Release provides c. The rights to accelerated vesting and exercisability of options to purchase shares of the Company's common stock provide for consideration in addition to anything of value to which he Holder is already entitled. (iv) Executive has been x. Xxxxxx is advised to consult an attorney before signing this General Release. (v) Executive has been granted x. Xxxxxx is afforded twenty-one (21) days (or, in the event that the Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that any termination of Xxxxxx's employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) Executive has x. Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. h. If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company 's Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive Employee represents that he has read all the terms of this Agreement and has had an opportunity to discuss it with individuals of his own choice who are not associated with the Company. Employee understands that, to the extent described in Paragraph 7 above, this Agreement releases forever the Company, its parent, subsidiaries and affiliated corporations and each of their respective stockholders, officers, directors, employees, agents, heirs, legal representatives, predecessors, successors, assigns and transferees from any legal action arising from Employee's employment with and the termination of his employment by the Company. Employee signs this Agreement of his own free will in exchange for the consideration to be given to Employee pursuant to Paragraph 4 of this Agreement and the Company's release pursuant to Paragraph 7 of this Agreement, which Employee acknowledges is adequate and satisfactory. Employee agrees that neither the Company nor its agents, representatives, or employees have made any representations to Employee concerning the terms or effect of this Agreement, other than those contained in this Agreement. Employee hereby acknowledges and expressly acknowledges agrees that this Release includes a waiver Agreement and release the termination of his Employment and all claims which he has or may have under actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act of 1967and the Older Workers Benefit Protection Act and that the releases set forth in Paragraph 7 hereof shall be applicable, as amendedwithout limitation, 29 U.S.C. § 621, et seqto any claims brought under these Acts. (“ADEA”). The following terms Employee further acknowledges and conditions apply to and are part of the waiver and release of the ADEA claims under this Releaseagrees that: (i) This paragraph, and this Release are written in a manner calculated to be understood a. The release given by him. (ii) The waiver and release of claims under the ADEA contained Employee in this Release Agreement is given solely in exchange for the consideration set forth in Paragraph 4 of this Agreement and the Company's release set forth in Paragraph 7 of this Agreement and such consideration is in addition to anything of value which Employee received prior to entering into this Agreement; b. By entering into this Agreement, Employee does not cover waive rights or claims that may arise after the date on which he signs this Release.Agreement is executed; (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive c. Employee has been advised to consult an attorney before signing prior to entering into this Release.Agreement, and this provision of this Agreement satisfies the requirement of the Older Workers Benefit Protection Act that he be so advised in writing; (v) Executive d. Employee has been granted offered twenty-one (21) days after from the date he is presented with received this Release Agreement within which to decide whether or not to sign consider this Release. If he executes this Release prior to the expiration Agreement; and e. For a period of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days following execution of signing this ReleaseAgreement, Employee may revoke this Agreement and this Agreement shall not become effective or enforceable until such seven (7) day period has expired. In the event he does soHowever, both this Release and the offer of benefits to him pursuant Employee's entitlement to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void payments specified in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company Paragraph 4 and the Company’s Chief Executive Officer, or, if Executive is serving 's release in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of Paragraph 7 shall not become binding against the Company on or before 5:00 p.m. on until after the seventh seven (7th 7) day after the date on which he signs this Releaseperiod has expired.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § Section 621, et seq. (“"ADEA”"). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, a. That the Agreement and this General Release are written in a manner calculated to be understood by himEmployee. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Employee signs this General Release. (iii) This Release c. The Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been d. Employee is advised to consult an attorney before signing this General Release. (v) Executive has been granted e. Employee is afforded twenty-one (21) days (or, in the event that the termination of Employee's employment is in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Employee is presented provided with this General Release to decide whether or not to sign this General Release. If he Employee executes this General Release prior to the expiration of such period, he Employee does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that the termination of Employee's employment is in connection with an exit incentive or other employment termination program, Employee is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) Executive has g. Employee will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Employee will not receive any severance payments or the benefits under described in Section 3 of the Employment Agreement or the Change of Control Agreement. . h. If he Employee wishes to revoke this the General Release, Executive Employee shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Cricket's President on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Executive is advised to consult with an attorney before executing this Agreement. 6.1 Executive acknowledges and agrees that (a) Executive has read and expressly understands the terms of this Agreement; (b) Executive has been advised in writing to consult with an attorney before executing this Agreement; (c) Executive has obtained and considered such legal counsel as Executive deems necessary; (d) Executive has been given twenty-one (21) days to consider whether or not to enter into this Agreement (although Executive may elect not to use the full twenty-one (21) day period at Executive’s option); and (e) by signing this Agreement, Executive acknowledges that Executive does so freely, knowingly, and voluntarily. 6.2 This Agreement shall not become effective or enforceable until the eighth (8th) day after Executive signs this Release includes a Agreement. In other words, Executive may revoke Executive’s acceptance of this Agreement within seven (7) days after the date Executive signs it. Executive’s revocation must be in writing and received by Xxxxx Xxxxxxx, Executive Vice President and General Counsel on the seventh day in order to be effective. If Executive does not revoke acceptance within the seven (7) day period, Executive’s acceptance of this Agreement shall become binding and enforceable on the eighth (8th) day (“Effective Date”). 6.3 This Agreement does not waive or release any rights or claims that Executive may have under the Age Discrimination in Employment Act that arise after the execution of this Agreement. In addition, this Agreement does not prohibit Executive from challenging the validity of this Agreement’s waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly ADEA waiver a. Employee acknowledges that this Release includes a waiver and release of all claims which he Employer has or may have under the Age Discrimination advised him/her in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised writing to consult with an attorney of his/her choice before signing this ReleaseAgreement, and Employee has been given the opportunity to consult with an attorney of his/her choice before signing this Agreement. (v) Executive b. Employee acknowledges that he or she has been granted given the opportunity to review and consider this Agreement for a full twenty-one (21) days after before signing it, and that, if he is presented with or she has signed this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such periodAgreement in less than that time, he does has done so voluntarily and after having had in order to obtain sooner the opportunity to consult with an attorney, and hereby waives the remainder benefits of the twenty-one (21) day period.this Agreement.. (vi) Executive has the right to c. Employee further acknowledges that he or she may revoke this general release Agreement within seven (7) days of after signing it, provided that this ReleaseAgreement will not become effective until such seven (7) day period has expired. In the event he does soTo be effective, both this Release any such revocation must be in writing and the offer of benefits to him pursuant delivered to the Employment Agreement or Employer’s principal place of business by the Change close of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. business on the seventh (7th 7th) day after signing the Agreement and must expressly state Employee’s intention to revoke this Agreement. Provided that Employee does not timely revoke this Agreement, the eighth (8th) day following Employee’s execution hereof shall be deemed the “Effective Date” of this Agreement. d. The Parties also agree that the release provided by Employee in this Agreement does not include a release for claims under the ADEA arising after the date on Employee signs this Agreement. e. Employee further acknowledges and agrees that the amounts he is to receive under this Agreement exceed the amounts to which he signs this Releasewould otherwise be entitled upon his termination from employment with Employer.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iiic) This Release The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (ivd) Executive has been is advised to consult an attorney before signing this General Release. (ve) Executive has been granted is afforded twenty-one (21) days after he Executive is presented provided with this General Release to decide whether or not to sign this General Release. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Sections 1(d) and 2(c) of the Employment Agreement or the Change of Control Agreement. . (g) If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the CompanyCricket’s Chief Executive OfficerOfficer or Senior Vice President, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Human Resources on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Employee has read this Release are written and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Release, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this Release, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Release. (iiic) This Employee has signed this Release provides voluntarily and knowingly in exchange for the consideration described in this Release, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (ivd) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this Release. (ve) Executive Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Employee signs this Release prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Release, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Employee has the right to revoke this general release within seven (7) days of after signing this Release to revoke this Release. In the event he does so, both and this Release and will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Employee revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under set forth in Section 3 of the Employment Agreement or the Change of Control Agreement. If he Employee wishes to revoke this Release, Executive Employee shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxx Xxxxxxxxx, orVP Global Total Rewards, if Executive is serving in such capacities as of the Termination Date0 Xxxxx Xxxxxx Xxxxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxxxxxxxxx, at the offices of the Company XX 00000, on or before 5:00 p.m. Eastern Time on the seventh (7th 7th) day after the date on which he Employee signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release This Separation Agreement is intended to satisfy the requirements of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amendedOlder Workers’ Benefit Protection Act, 29 U.S.C. § 621, et seqsec. (“ADEA”626(f). The following terms and conditions apply general provisions, along with the other provisions of this Separation Agreement, are agreed to and are part of the waiver and release of the ADEA claims under for this Releasepurpose: (i) This paragraph, 11.1 Mx. Xxxxxx acknowledges and agrees that he has read and understands the terms of this Release are written in a manner calculated to be understood by himSeparation Agreement. (ii) The waiver and release of claims under the ADEA contained 11.2 Mx. Xxxxxx acknowledges that this Separation Agreement advises him in this Release does not cover rights or claims writing that he may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult with an attorney before signing executing this ReleaseSeparation Agreement, and that he has obtained and considered such legal counsel as he deems necessary, such that he is entering into this Separation Agreement freely, knowingly and voluntarily. (v) Executive 11.3 Mx. Xxxxxx acknowledges that he has been granted given at least twenty-one (21) days after he is presented with this Release in which to decide consider whether or not to sign enter into this ReleaseSeparation Agreement. If he executes this Release prior to the expiration of such periodMx. Xxxxxx understands that, at his option, he does so voluntarily and after having had may elect not to use the opportunity to consult with an attorney, and hereby waives the remainder of the full twenty-one (21) day period. (vi) Executive has the right to revoke this general release within 11.4 Mx. Xxxxxx shall have seven (7) full calendar days of after signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Separation Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to Separation Agreement. This Separation Agreement will not become effective until the Chairman expiration of the Board revocation period. Mx. Xxxxxx’x revocation of Directors of the Company this Separation Agreement must be in writing and the Company’s Chief Executive Officerreceived by Pxxxxxx Xxxxx, orGeneral Counsel, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. no later than Noon on the seventh eighth day in order to be effective. If Mx. Xxxxxx does not revoke acceptance within the seven (7th 7) day period, this Separation Agreement will become fully effective and enforceable on the eighth day after the date on which Separation Agreement is signed (the “Effective Date”). 11.5 Mx. Xxxxxx does not waive or release any rights or claims that he signs may have under the Age Discrimination in Employment Act that arise after the execution of this ReleaseSeparation Agreement. Mx. Xxxxxx is not waiving his right to file a complaint or charge with the EEOC (including a challenge to the validity of this Separation Agreement) or participate in any investigation or proceeding conducted by the EEOC.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraphSection, and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs Date of this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control AgreementPayment. If he wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Hxxxx Xxxxxx, Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, Officer at the offices of the Company Employer on or before 5:00 p.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs Date of this ReleaseAgreement.

Older Workers Benefit Protection Act. (a) The Executive agrees represents, warrants, and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under carefully read this Agreement and has had sufficient opportunity to review and deliberate the Age Discrimination foregoing with counsel of his own choosing. By executing this Agreement, the Executive is representing that he understands its contents, that he knowingly and voluntarily waives and releases, without coercion, the claims described in Employment Act of 1967this Agreement, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of specifically including claims under the ADEA ADEA, and signs this Agreement as his free and independent act. The Executive further acknowledges that the waivers and releases he provides in this Agreement are made with full appreciation that he is forever foreclosed from pursuing any of the rights so waived or released which arise on or before the date of execution of this Agreement. In addition, the Executive also acknowledges that the consideration given for the waivers and releases contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration Agreement are in addition to anything of value to which he is the Executive was already entitled. (ivb) The Executive further acknowledges that he has been advised to consult an attorney before signing by this Release. writing that (vi) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to should consult with an attorneyattorney prior to executing this Agreement and that he has, in fact, done so; (ii) he has up to forty five (45) days from receipt of this Agreement to consider and hereby waives the remainder of the twenty-one accept it; and (21iii) day period. (vi) Executive he has the right to revoke this general release within seven (7) days following his execution of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke any acceptance of this ReleaseAgreement (“Revocation Period”). Should the Executive wish to revoke his acceptance within the 7-day period, Executive shall he must deliver a written notice stating of his or her intent to revoke acceptance by that date to: Xxxxxx Bank Attn: Chief Executive Officer 0000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Any written notice from the Executive intending to rescind his release of claims must be received no later than the final day of the Revocation Period. (c) Notwithstanding the fact that the Executive has been given forty five (45) days to consider this Release Agreement, he may, in his sole discretion, elect to execute this Agreement prior to the Chairman end of such forty five (45) day period, then, by his signature below, the Executive represents and warrants that his decision to shorten this time was done knowingly and voluntarily and was not induced by fraud, misrepresentation, or any threat to withdraw or alter the benefits provided by the Executive herein, prior to end of such forty five (45) day consideration period. The parties agree changes, whether material or immaterial, to this Agreement shall not restart the running of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th forty five(45) day after the date on which time period. (d) The Executive acknowledges and agrees that no inducements, representations, or agreements have been made or relied upon to make this Agreement except as expressly stated herein, and that he signs this Releaseis waiving certain important rights that he might otherwise have had.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraphEmployee has read this Agreement and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release are written in a manner calculated to be understood by himSection 6. (ii) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Agreement, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this ReleaseAgreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. (iii) This Release provides Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (iv) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this ReleaseAgreement. (v) Executive Employee has been granted twentyforty-one five (2145) days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Employee signs this Release Agreement prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twentyforty-one five (2145) day period. In the event of any changes to this Agreement, whether or not material, Employee waives the restarting of the forty-five (45) day period. (vi) Executive Employee has the right to revoke this general release within seven (7) days of after signing this ReleaseAgreement to revoke this Agreement and this Agreement will become effective upon the expiration of that revocation period. In the event he does soIf Employee revokes this Agreement during such seven (7)-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxxxx Xxxxxxx, orAVP Human Resources, if Executive is serving in such capacities as of the Termination Date00000 Xxxxxxxx Xxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxxxxx, at the offices of the Company XX 00000, on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (ia) This paragraph, and Employee has read this Release are written and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in a manner calculated to be understood by himthis Release. (iib) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Release, Employee does not cover rights or claims waive any Claims that may arise after the date on of Employee’s execution of this Release, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Release including payment of the Severance (as defined in Appendix 3 of Schedule One). (c) Employee has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which he signs Employee acknowledges is adequate and satisfactory to Employee and in addition to any other benefits to which Employee is otherwise entitled. (d) The Company advises Employee to consult with an attorney prior to executing this Release. (iiie) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive Employee has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this Release. If he executes Employee signs this Release prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Release, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) period. In the event of any changes to this Release, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vif) Executive Employee has the right to revoke this general release within seven (7) days of after signing this Release. In the event he does so, both Release to revoke this Release and this Release will become effective upon the offer expiration of benefits to him pursuant to the Employment Agreement or the Change of Control Agreementthat revocation period. If Employee revokes this Release during such seven (7)-day period, as applicable, this Release will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control Agreementthis Release. If he Employee wishes to revoke this Release, Executive Employee shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors Xxxx Xxx, Executive Vice President, General Counsel and Chief Corporate Affairs Officer of the Company and (or such other individual as the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyCompany may nominate), at the offices of Company at the address set forth in the Offer Letter from the Company to Employee dated 11 July 2020, on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraphEmployee has read this Agreement and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release are written in a manner calculated to be understood by himSection 6. (ii) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Agreement, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this ReleaseAgreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. (iii) This Release provides Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (iv) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this ReleaseAgreement. (v) Executive Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Employee signs this Release Agreement prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Agreement, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vi) Executive Employee has the right to revoke this general release within seven (7) days of after signing this ReleaseAgreement to revoke this Agreement and this Agreement will become effective upon the expiration of that revocation period. In the event he does soIf Employee revokes this Agreement during such seven (7)-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company Xxxx Xxxxxx, VP, General Counsel and the Company’s Chief Executive OfficerSecretary, or00 Xxxxxxxxxx, if Executive is serving in such capacities as of the Termination DateXxxxx 000, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxxxx Xxxxx, at the offices of the Company XX 00000, on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this Release.Agreement. US-DOCS\105699324.4

Older Workers Benefit Protection Act. Executive The Employee agrees and expressly acknowledges that this Severance Agreement and General Release includes a waiver and release of all claims which he (s)he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621U.S.C.§621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i) This paragraph, 1. That this paragraph and this Release Agreement are written in a manner calculated to be understood by himEmployee. (ii) 2. The waiver and release of claims under the ADEA contained in this Release does Agreement do not cover rights or claims that may arise after the date on which he Employee signs this ReleaseAgreement. (iii) 3. This Release Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been 4. The Employee is advised to consult an attorney before signing this ReleaseAgreement. (v) Executive 5. The Employee has been granted twenty-one (21) days after he is being presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he the Employee executes this Release Agreement prior to the expiration of such period, he or she does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has 6. The Employee will have the right to revoke this general release Agreement within seven (7) days of signing this ReleaseAgreement. In the event he does sothis Agreement is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, its entirety and he Employee will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreementset forth in Section 1 above. 7. If he the Employee wishes to revoke this ReleaseAgreement, Executive the Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxx Xxxxx, orVP Human Resources, if Executive is serving in such capacities as of the Termination DateAdvanced Medical Optics, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyInc., at the offices of the Company 0000 X. Xx. Xxxxxx Xxxxx, Santa Ana, California 92705, on or before 5:00 p.m. on the seventh Seventh (7th 7th) day Day after the date on which he signs Employee’s execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release This Agreement is intended to satisfy the requirements of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amendedOlder Workers’ Benefit Protection Act, 29 U.S.C. § 621, et seqsec. (“ADEA”626(f). The following terms and conditions apply general provisions, along with the other provisions of this Agreement, are agreed to and are part of the waiver and release of the ADEA claims under for this Releasepurpose: (i) This paragraph, 7.1 Employee acknowledges and agrees that he has read and understands the terms of this Release are written in a manner calculated to be understood by himAgreement. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims 7.2 Employee is advised that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to Employee should consult with an attorney before signing executing this ReleaseAgreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily. (v) Executive 7.3 Employee acknowledges that Employee has been granted twenty-one (21) given at least 21 days after he is presented with this Release in which to decide consider whether or not to sign enter into this ReleaseAgreement. If he executes this Release prior Employee understands that, at Employee’s option, Employee may elect not to use the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twentyfull 21-one (21) day consideration period. (vi) Executive has 7.4 This Agreement shall not become effective or enforceable until the right to eighth day after Employee signs this Agreement. In other words, Employee may revoke his acceptance of this general release Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by the Director, Human Resources of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before Buzztime by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee’s acceptance of this Agreement becomes binding and enforceable on the eighth day (7th ) “Effective Date”). Employee will notify the CEO and Chief Legal Counsel in writing on or shortly after the eighth day after the date on which he signs this ReleaseAgreement as to whether Employee revoked the Agreement. 7.5 This Agreement does not waive or release any rights or claims that Employee may have that are based on any facts or events occurring after the execution of this Agreement.

Older Workers Benefit Protection Act. Executive agrees The Older Workers Benefit Protection Act (“OWBPA”) applies to individuals age 40 and expressly acknowledges that this Release includes a waiver older and release of all claims which he has or may have sets forth certain criteria for such individuals to waive their rights under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”)) in connection with an exit incentive program or other employment termination program. I understand and have been advised that this Release of My Claims is subject to the terms of the OWBPA. The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in OWBPA provides that an individual cannot waive a manner calculated to be understood by him. (ii) The waiver and release of claims right or claim under the ADEA contained in unless the waiver is knowing and voluntary. I have been advised of this law, and I agree that I am signing this Release does not cover rights or claims voluntarily, and with full knowledge of its consequences. I understand that may arise after the Employer is giving me at least forty-five (45) days from the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything I received a copy of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not I want to sign it. I acknowledge that I have been advised to use this time to consult with an attorney about the effect of this Release. If he executes I sign this Release prior before the end of the forty-five (45) day period it will be my personal, voluntary decision to do so, and will be done with full knowledge of my legal rights. I agree that material and/or immaterial changes to the expiration Separation Agreement or this Release will not restart the running of such this consideration period. I also acknowledge the following: A. I have received and reviewed a separate document entitled, he does so voluntarily “BioSante Pharmaceuticals, Inc. Officer Severance Policy,” (the “Officer Severance Policy”) and after having had it clearly explains any class, unit, or group of individuals covered by the opportunity to consult with an attorneyOfficer Severance Policy, any eligibility factors for the plan, and hereby waives any time limits which apply to the remainder plan; B. The Officer Severance Policy has been written in a way that I understand and I do understand it; C. I have received, reviewed and understand the attached documents entitled, “BioSante Reduction in Force and Attachment A,” which clearly explain the job classification and ages of the twenty-one (21) day period. (vi) Executive has the right all individuals eligible or selected for termination of employment pursuant to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release Employer’s reduction in force and the offer ages of benefits to him pursuant to all individuals in the Employment Agreement same job classification or organizational unit who are not selected for termination of employment. By my signature below, I acknowledge and agree that these documents comply with the Change OWBPA disclosure requirements by clearly describing the class, unit, or group of Control Agreement, as applicable, will be null and void in their entiretyindividuals from which I was selected for termination (the “decisional unit”), and he will not receive any severance payments the job classification and ages of all individuals eligible or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company selected and the Company’s Chief Executive Officer, or, if Executive is serving ages of all individuals in such capacities as the same job classification or organizational unit who were not selected for termination of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Releaseemployment.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, and a. That this General Release are is written in a manner calculated to be understood by himXxxxxx. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release.. 4-Year Performance Vesting Restricted Stock Award (iii) This Release provides c. The rights to accelerated vesting of shares of the Company’s common stock provide for consideration in addition to anything of value to which he Holder is already entitled. (iv) Executive has been x. Xxxxxx is advised to consult an attorney before signing this General Release. (v) Executive has been granted x. Xxxxxx is afforded twenty-one (21) days (or, in the event that the Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that any termination of Xxxxxx’s employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) Executive has x. Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. h. If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraphEmployee has read this Agreement and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release are written in a manner calculated to be understood by himSection 6. (ii) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Agreement, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this ReleaseAgreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. (iii) This Release provides Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (iv) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this ReleaseAgreement. (v) Executive Employee has been granted twenty-one (21) 21 days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Employee signs this Release Agreement prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty21-one (day period. In the event of any changes to this Agreement, whether or not material, Employee waives the restarting of the 21) -day period. (vi) Executive Employee has the right seven days after signing this Agreement to revoke this general release within seven (7) days Agreement and this Agreement will become effective upon the expiration of signing that revocation period. If Employee revokes this Release. In the event he does soAgreement during such seven-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Xxxxxxx Xxxxx, Chief Executive Financial Officer, or12 Xxxxxxx, if Executive is serving in such capacities as of the Termination DateXxxxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXX 00000, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he Employee signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees This Agreement constitutes a knowing and expressly acknowledges voluntary waiver of any and all rights or claims that this Release includes a waiver and release of all claims which he Employee has or may have under the Federal Age Discrimination in In Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (the “ADEA”), as amended by the Older Workers' Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, paragraph and this Release Agreement are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained Employee. Employee is hereby advised in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised writing to consult with an attorney before signing this Release. (v) Executive Agreement. Employee has been granted twenty-one (21) had a reasonable time of up to 45 days after he is presented with in which to consider signing this Release to decide whether or Agreement. If Employee decides not to sign use all 45 days, Employee knowingly and voluntarily waives any claims that Employee was not given the 45-day period or did not use the entire 45 days to consider this ReleaseAgreement. If he executes Employee may revoke this Release prior Agreement at any time within the 7-day period following the date Employee signs this Agreement by providing written notice of revocation to the Company by email to xxxxxxx@xxxxxxxxx.xxx so that said revocation notice is received before the expiration of such periodthe 7-day revocation period (the “Revocation Period”). If Employee revokes the Agreement within the Revocation Period, he does so voluntarily and after having had Employee will only be entitled to receive the opportunity to consult with an attorneyAccrued Obligations as provided for in the Employment Agreement, and hereby waives the remainder none of the twenty-one (21) day period. (vi) Executive has the right equity awards granted or issued to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of Employee by the Company, at including, without limitation, the offices of Option Award, shall be cancelled pursuant to Section 2.5 hereof and this Agreement (including the release set forth in this Section 3) shall become null and void. Employee further acknowledges that the Company on or before 5:00 p.m. on the seventh has provided Employee with ADEA disclosure information (7th ) day after the date on which he signs this Releaseunder 29 U.S.C. § 626(f)(1)(H)).

Older Workers Benefit Protection Act. Executive agrees and expressly Employee acknowledges that Employee has been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 that: a. Employee is advised to consult with an attorney before signing this Release includes a waiver and release of all Agreement. b. Employee does not waive rights or claims which he has or may have under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed. c. Employee has forty-five (45) days from the date of 1967, as amended, 29 U.S.C. § 621, et seqreceipt of this Agreement to consider this Agreement. (“ADEA”). The following terms and conditions apply to and are part Employee acknowledges that if Employee signs this Agreement before the end of the waiver forty-five (45) day period, it will be Employee’s personal, voluntary decision to do so and release that Employee has not been pressured to make a decision sooner. d. Employee has seven (7) days after signing this Agreement to revoke the Agreement, and the Agreement will not be effective until that revocation period has expired. If mailed, the rescission must be postmarked within the seven (7) day period, properly addressed to Michele Vion Xxxxx, Xxxx Xxxxxdent-Human Resources of the ADEA claims Company. Employee understands that Employee will not receive any Severance Payment under this Release: (i) This paragraphAgreement if Employee rescinds it, and this Release are in any event, Employee will not receive any Severance Payment until after the seven-day revocation period has expired. e. This waiver between Employee and the Company is written in a manner calculated to be understood by himEmployee. (ii) The waiver and release of claims under the ADEA contained in f. Employee is not obligated to sign this Release does and Waiver, and refusal to do so will not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition jeopardize Employee’s right to anything of value any benefits to which he is already entitled; except that it is specifically understood and agreed that the Employee is not otherwise entitled to the Aggregate Amount of severance, and that the Aggregate Amount is being given specifically in consideration of the releases and waivers herein. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days g. Employee understands that any rights under the federal Age Discrimination in Employment Act or Older Worker Benefit Protection Act arising after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration execution of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and Waiver are not waived. In addition, this Release and Waiver does not impose any condition precedent, any penalty or other limitation adversely affecting the offer of benefits Employee’s right to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits challenge this agreement under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this ReleaseOWBPA.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, and That this General Release are is written in a manner calculated to be understood by himXxxxxx. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release. (iiic) This Release provides The rights to accelerated vesting of the performance share units and the right to receive shares of the Company's common stock upon settlement of such units provide for consideration in addition to anything of value to which he Holder is already entitled. (ivx) Executive has been Xxxxxx is advised to consult an attorney before signing this General Release. (ve) Executive has been granted Holder is afforded twenty-one (21) days (or, in the event that the Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has In the event that any termination of Xxxxxx's employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such programs; and (ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (g) Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. (h) If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company 's Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. In accordance with the Older Workers Benefit Protection Act, Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraph, Executive has read this Agreement and this Release are written in a manner calculated to be understood by himunderstands its terms and effect. (ii) The waiver and release of claims under the ADEA contained in Executive understands that, by entering into this Release Agreement, Executive does not cover rights or claims waive any Claims that may arise after the date on which he Executive signs this ReleaseAgreement. (iii) This Release provides Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Executive acknowledges is adequate and satisfactory to Executive and in addition to anything of value any other benefits to which he Executive is already otherwise entitled. (iv) The Company advises Executive has been advised to consult with an attorney before signing executing this ReleaseAgreement. (v) Executive has been granted twenty-one (21) 21 days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Executive signs this Release prior to Agreement before the expiration of such period, he does Executive acknowledges that Executive has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Executive does not desire additional time and hereby waives the remainder of the twenty21-one (21) day period. In the event of any changes to this Agreement, whether or not material, Executive waives the restarting of the 21-day period . (vi) Executive has the right seven days after signing this Agreement to revoke this general release within seven (7) days Agreement and this Agreement will become effective upon the expiration of signing that revocation period. If Executive revokes this Release. In the event he does soAgreement during such seven-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Executive and Executive will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Executive wishes to revoke this ReleaseAgreement, Executive shall must deliver written notice stating his or her intent of Executive's revocation to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxxxxx Xxxxxx at 000 Xxxxxxxx Xxxx, or0xx Xxxxx, if Executive is serving in such capacities as of the Termination DateXxxxxxxxxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxx Xxxxxx 00000, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he Executive signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraphEmployee has read this Agreement and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release are written in a manner calculated to be understood by himAgreement. (ii) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Agreement, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this ReleaseAgreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. (iii) This Release provides Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (iv) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this ReleaseAgreement. (v) Executive Employee has been granted twenty-one (21) days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Employee signs this Release Agreement prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period. In the event of any changes to this Agreement, whether or not material, Employee waives the restarting of the twenty-one (21) day period. (vi) Executive Employee has the right to revoke this general release within seven (7) days of after signing this ReleaseAgreement to revoke this Agreement and this Agreement will become effective upon the expiration of that revocation period. In the event he does soIf Employee revokes this Agreement during such seven (7)-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. . (vii) If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer[ ], or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 11:59 p.m. PT on the seventh (7th 7th) day after the date on which he Employee signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose: 8.1. Employee acknowledges and agrees that Employee has read and expressly understands the terms of this Agreement. 8.2. Employee is advised that Employee should consult with an attorney before signing this Agreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Release includes a waiver Agreement freely, knowingly, and voluntarily. 8.3. Employee acknowledges that Employee has been given at least twenty-one calendar days in which to consider whether or not to enter into this Agreement (“Consideration Period”). Employee understands that, at Employee’s option, Employee may elect not to use the full Consideration Period. If Employee signs and returns this Agreement prior to the expiration of the Consideration Period, Employee acknowledges that Employee has done so freely, knowingly, and voluntarily. 8.4. This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven days after the date Employee signs it (“Revocation Period”). Employee's revocation must be in writing and received by Xxxxxx Xxxxxxxxx of Illumina no later than the conclusion of the Revocation Period in order to be effective. If Employee does not revoke Employee’s acceptance within the Revocation Period, Employee's acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective Date”). 8.5. This Agreement does not waive or release of all any rights or claims which he has or that Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs execution of this ReleaseAgreement. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). 6.1 The Executive acknowledges and agrees that (a) the Executive has read and expressly understands the terms of this Agreement; (b) the Executive has been advised in writing to consult with an attorney before executing this Agreement; (c) the Executive has obtained and considered the advice of such legal counsel as Executive deems necessary; (d) the Executive has been given twenty-one (21) days to consider whether or not to enter into this Agreement (although Executive may elect not to use the full twenty-one (21) day period at the Executive’s option); and (e) by signing this Agreement, the Executive acknowledges that the Executive does so freely, knowingly, and voluntarily. 6.2 This Agreement shall not become effective or enforceable until the eighth (8th) day after Executive signs this Release includes a waiver Agreement. In other words, Executive may revoke Executive’s acceptance of this Agreement within seven (7) days after the date Executive signs it. Executive’s revocation must be in writing and received by Xxxxxxx Xxxxxxx, Executive Vice President and General Counsel of the Company, on or before the seventh (7th) day after the date the Executive signs this Agreement in order for it to be effective. If the Executive does not revoke acceptance within such seven (7) day period, the Executive’s acceptance of this Agreement shall become binding and enforceable on the eighth (8th) day after the date the Executive signs it (“Effective Date”). 6.3 This Agreement does not waive or release of all any rights or claims which he has or that Executive may have under the Age Discrimination in Employment Act that arise after the execution of 1967this Agreement. In addition, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part this Agreement does not prohibit Executive from challenging the validity of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The Agreement’s waiver and release of claims under the ADEA contained Age Discrimination in this Release does not cover rights or claims that may arise after the date on which he signs this ReleaseEmployment Act. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release Because you are at least forty (40) years of all claims which he has or may age, you have specific rights under the federal Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”) and Older Workers Benefit Protection Act (“OWBPA”), which prohibit discrimination on the basis of age. The following release in Section 4 is intended to release any Claim you may have against Agios alleging discrimination on the basis of age under the ADEA, OWBPA, and other Laws and, by signing this Agreement, you acknowledge and confirm that: (a) You have read this Agreement in its entirety and understand all of its terms; (b) By this Agreement, you have been advised in writing to consult with legal counsel prior to signing this Agreement for the purpose of reviewing the terms of this Agreement; (c) You knowingly, freely, and voluntarily agree to all of the terms and conditions apply to set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it; (d) You are part of signing this Agreement, including the waiver and release of the ADEA claims under this Release: (i) This paragraphrelease, in exchange for good and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for valuable consideration in addition to anything of value to which he is already you are otherwise entitled.; (ive) Executive has You have been advised to consult an attorney before signing this Release. (v) Executive has been granted given at least twenty-one (21) days from the date you are provided this Agreement until December 20, 2022 to consider and accept the terms of this Agreement by signing below and returning it fax, e-mail, or hand delivery to: Xxxxx XxXxxxxx, Chief People Officer, Agios Pharmaceuticals, Inc., 00 Xxxxxx Xxxxxx, Cambridge, MA 02139, or Xxxxx.Xxxxxxxx@xxxxx.xxx; (f) You were also advised that you may revoke this agreement within seven days after he is presented with signing it by delivering a signed notice of revocation by fax, e-mail, or hand delivery to Xx. XxXxxxxx, at the address set forth above; and (g) You understand that this Release release does not apply to decide whether rights or not to claims that may arise after you sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day periodAgreement. (vih) Executive has the In addition, nothing in this Agreement shall waive, release, or discharge: (i) any right to revoke this general release within seven file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the Massachusetts Commission Against Discrimination, or other federal or state administrative or regulatory agencies, although you waive any right to monetary relief related to any filed charge or complaint; (7ii) days of signing this Release. In claims that cannot be waived by law, such as claims for unemployment benefit rights and workers' compensation; (iii) indemnification rights you have or may have against the event he does so, both this Release and the offer of benefits Company; (iv) any right to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits file an unfair labor practice charge under the Employment Agreement National Labor Relations Act; any; and (v) any rights to vested benefits, such as vested equity, pension or retirement benefits, the Change of Control Agreement. If he wishes rights to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to which are governed by the Chairman terms of the Board of Directors of applicable plan documents and award agreements. You also acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Company and the Company’s Chief Executive Officer, or, if Executive is serving consideration provided for in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, and That this General Release are is written in a manner calculated to be understood by himXxxxxx. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release. (iiic) This Release provides The rights to accelerated vesting of the performance share units and the right to receive shares of the Company's common stock upon settlement of such units provide for consideration in addition to anything of value to which he Holder is already entitled. (ivx) Executive has been Xxxxxx is advised to consult an attorney before signing this General Release. (ve) Executive has been granted Holder is afforded twenty-one (21) days (or, in the event that Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has In the event that any termination of Xxxxxx's employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such programs; and (ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (g) Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. (h) If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company 's Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive agrees Employee and expressly Company intend for this Agreement to comply with Section 201 of the Older Workers Benefit Protection Act of 1990. Accordingly, Employee acknowledges and represents as follows: (a) Employee has read and understands this Agreement and all of its terms, conditions, requirements and obligations; (b) by executing this Agreement, Employee does not waive rights or claims that may arise after the date this Release includes a waiver Agreement is executed; (c) Employee knowingly and release of all voluntarily waives such claims which as he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides exchange for consideration in addition to anything of value to which he is already not otherwise entitled. ; (ivd) Executive Employee has been advised in writing by Company to consult with an attorney before signing this Release. Agreement, and has had the opportunity to consult with an attorney before signing this Agreement and Employee is fully satisfied that he understands it completely; (ve) Executive Employee has been granted had a period of twenty-one (21) days after commencing on the date he is presented with received this Release Agreement in which to decide whether consider this Agreement before signing it, and he was permitted to use as much or not to sign this Release. If as little of that period as he executes this Release wished prior to the expiration of such periodsigning; however, Employee acknowledges that no proposal or actual change that he does so voluntarily and after having had the opportunity makes with respect to consult with an attorney, and hereby waives the remainder of the this Agreement will restart this twenty-one (21) day period. ; and (vif) Executive has the right to revoke this general release within for a period of seven (7) days following the execution of signing this ReleaseAgreement, Employee may revoke this Agreement, and this Agreement shall not become effective or enforceable until this seven (7) day revocation period has expired. In the event he does Should Employee wish to do so, both Employee must deliver written notice of his revocation to Company no later than 5:00 p.m. on the seventh (7th) day after Employee has signed this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement. If Employee revokes this Agreement, as applicable, will it shall not be null and void in their entiretyeffective or enforceable, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this ReleaseBenefits referenced in paragraph 2, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Releaseabove.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraphSection, and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs Date of this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control AgreementPayment. If he wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxxxx Xxxxxx, orVice President, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyHuman Resources & Administration, at the offices of the Company Employer on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs Date of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive Xxxxxx agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Holder has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (ia) This paragraph, and That this General Release are is written in a manner calculated to be understood by himXxxxxx. (iib) The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Holder signs this General Release. (iiic) This Release provides The rights to accelerated vesting and exercisability of options to purchase shares of the Company’s common stock provide for consideration in addition to anything of value to which he Holder is already entitled. (ivx) Executive has been Xxxxxx is advised to consult an attorney before signing this General Release. (ve) Executive has been granted Holder is afforded twenty-one (21) days (or, in the event that the Holder is terminated in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Xxxxxx is presented provided with this General Release to decide whether or not to sign this General Release. If he Holder executes this General Release prior to the expiration of such period, he Xxxxxx does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vif) Executive has In the event that any termination of Xxxxxx’s employment is in connection with an exit incentive or other employment termination program, Holder is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such programs; and (ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (g) Xxxxxx will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Holder will not receive any severance payments or the benefits under the Employment Agreement or the Change of Control Agreement. described in Paragraph 1 above. (h) If he Xxxxxx wishes to revoke this the General Release, Executive Xxxxxx shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Corporate Secretary on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose: i. Employee acknowledges and agrees that Employee has read and expressly understands the terms of this Agreement. ii. Employee is advised that Employee should consult with an attorney before executing this Agreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Release includes Agreement freely, knowingly, and voluntarily. iii. Employee acknowledges that Employee has been given at least 21 days in which to consider whether or not to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full 21-day period. iv. If Employee accepts the Agreement, Employee shall deliver a waiver signed copy to Xxx Xxxxxx as a member of the Board of Directors as soon as practical but no later than 21 days after receipt of the Agreement. This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement, or as soon thereafter as Employee satisfies the conditions expressed in paragraph 2 above. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven days after the date Employee signs it. Employee’s revocation must be in writing and received by Xxx Xxxxxx as member of the Board of Directors by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee’s acceptance of this Agreement becomes binding and enforceable on the eighth day (the “Effective Date”). The Severance Payment will become due and payable in accordance with paragraph 1 above after the Effective Date, provided Employee does not revoke. v. This Agreement does not waive or release of all any rights or claims which he has or that Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs execution of this ReleaseAgreement. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under In accordance with the Age Discrimination in Employment Act of 1967Older Worker’s Benefit Protection Act, Employee is hereby advised as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Releasefollows: (i) This paragraphEmployee has read this Agreement and understands its terms and effect, including the fact that Employee is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release are written in a manner calculated to be understood by himSection 6. (ii) The waiver and release of claims under the ADEA contained in Employee understands that, by entering into this Release Agreement, Employee does not cover rights or claims waive any Claims that may arise after the date on which he signs of Employee’s execution of this ReleaseAgreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement. (iii) This Release provides Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described in this Agreement, which Employee acknowledges is adequate and satisfactory to Employee and in addition to anything of value any other benefits to which he Employee is already otherwise entitled. (iv) Executive has been advised The Company advises Employee to consult with an attorney before signing prior to executing this ReleaseAgreement. (v) Executive Employee has been granted twenty-one calendar (21) days after he is presented with this Release to review and decide whether or not to sign this ReleaseAgreement. If he executes Employee signs this Release Agreement prior to the expiration of such period, he does Employee acknowledges that Employee has done so voluntarily and after having voluntarily, had sufficient time to consider the opportunity Agreement, to consult with an attorney, counsel and that Employee does not desire additional time and hereby waives the remainder of the twenty-one (21) day period.waives (vi) Executive Employee has the right to revoke this general release within seven calendar (7) days of after signing this ReleaseAgreement to revoke this Agreement and this Agreement will become effective upon the expiration of that revocation period. In the event he does soIf Employee revokes this Agreement during such seven (7)-day period, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he of no force or effect on either the Company or Employee and Employee will not receive be entitled to any severance of the payments or benefits under which are expressly conditioned upon the Employment Agreement or the Change execution and non-revocation of Control this Agreement. If he Employee wishes to revoke this ReleaseAgreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxxxx Xxxxxxx, orAVP Human Resources, if Executive is serving in such capacities as of the Termination Date00000 Xxxxxxxx Xxxx, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyXxxxxx, at the offices of the Company XX 00000, on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he Employee signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees In accordance with the Older Workers Benefit Protection Act, Employee understands and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before accepting the Separation Agreement and signing this Release. (v) Executive . Employee further understands and acknowledges that he has been granted twenty-one (21) up to 21 days after he is presented with this Release to decide whether or not from the Separation Date to sign this Release. If he executes Release by dating and signing a copy of this Release prior and returning it to the expiration of Company, although it may be accepted at any time within such period. Employee further understands that, he does so voluntarily and after once having had the opportunity to consult with signed this Release, Employee will have an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within additional seven (7) days within which to revoke the release of signing this claims solely under the Age Discrimination in Employment Act (the “ADEA Release”), by delivering written notice of revocation of the ADEA Release to Xxxxxxxxx Xxxx, Managing Director, Human Resources. In If Employee revokes such ADEA Release during such seven-day period, Employee will not be eligible for the event he does soconsideration under Section 1(c) of the Separation Agreement. Employee’s revocation of the ADEA Release shall not impact the Release in any other way, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. otherwise irrevocable on the seventh (7th ) day after the date on which he signs this Release.signed. EMPLOYEE UNDERSTANDS THAT HE IS ENTITLED TO CONSULT WITH, AND HAS CONSULTED WITH, AN ATTORNEY PRIOR TO SIGNING THE SEPARATION AGREEMENT AND THIS RELEASE AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS RELEASE. EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN SECTION 1 OF THE SEPARATION AGREEMENT. Dated: Employee

Older Workers Benefit Protection Act. Executive Flegel agrees and expressly acknowledges that this Release Agreement includes a waiver x xxxver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § Section 621, et seq. (“"ADEA”"). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraph, paragraph and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he is already entitled. (iv4) Executive Flegel has been advised to consult an attorney before signing this Releasesigninx xxxx Agreement. (v5) Executive Flegel has been granted twenty-one (21) days after he is presented prexxxxxx with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Flegel has the right to revoke this general release within seven sxxxx (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Releaseagreement, Executive Flegel shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, Xxxxxment to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly Employee acknowledges that it is the mutual intent of the parties that the full release contained in this Release Agreement fully complies with the Older Workers Benefit Protection Act. Accordingly, this Agreement requires, and Employee acknowledges and agrees that: (a) the consideration provided to Employee under this Agreement exceeds the nature and scope of any consideration to which Employee would otherwise have been legally entitled to receive absent Employee’s execution of this Agreement; (b) execution of this Agreement and the full release herein, which specifically includes a waiver and release of all any claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. is Employee’s knowing and voluntary act; (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (ic) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been hereby advised to consult with an attorney before signing prior to executing this Release. Agreement; (vd) Executive Employee has been granted twenty-one (21) calendar days after he is presented with within which to consider this Release to decide whether or not to sign Agreement and Employee’s signature on this Release. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the this twenty-one (21) day period. period (vishould Employee choose not to take the full period offered) Executive constitutes an irrevocable waiver of said period or its remainder; (e) in the event Employee signs this Agreement, Employee has the right to revoke this general release within another seven (7) calendar days to revoke it by delivering a written notice of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant revocation to the Employment Agreement or individual addressee identified in the Change of Control Agreement, as applicable, will be null and void in their entiretyNotice provision below (Section 14), and he will this Agreement does not receive become effective until the expiration of this seven-day revocation period; (f) Employee has read and fully understands the terms of this Agreement; and (g) nothing contained in this Agreement purports to release any severance payments of Employee’s rights or benefits claims under the Age Discrimination in Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day Act that may arise from acts occurring after the date on which he signs of the execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly Employee acknowledges that it is the mutual intent of the parties that the full release contained in this Release Agreement fully complies with the Older Workers Benefit Protection Act. Accordingly, this Agreement requires, and Employee acknowledges and agrees that: (a) the consideration provided to Employee under this Agreement exceeds the nature and scope of any consideration to which Employee would otherwise have been legally entitled to receive absent Employee’s execution of this Agreement; (b) execution of this Agreement and the full release herein, which specifically includes a waiver and release of all any claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. is Employee’s knowing and voluntary act; (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (ic) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been hereby advised to consult with an attorney before signing prior to executing this Release. Agreement; (vd) Executive Employee has been granted twenty-one (21) calendar days after he is presented with within which to consider this Release to decide whether or not to sign Agreement and Employee’s signature on this Release. If he executes this Release Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the this twenty-one (21) day period. period (vishould Employee choose not to take the full period offered) Executive constitutes an irrevocable waiver of said period or its remainder; (e) in the event Employee signs this Agreement, Employee has the right to revoke this general release within another seven (7) calendar days to revoke it by delivering a written notice of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant revocation to the Employment Agreement or individual addressee identified in the Change of Control Agreement, as applicable, will be null and void in their entiretyNotice provision below (Section 15), and he will this Agreement does not receive become effective until the expiration of this seven-day period; (f) Employee has read and fully understands the terms of this Agreement; and (g) nothing contained in this Agreement purports to release any severance payments of Employee’s rights or benefits claims under the Age Discrimination in Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day Act that may arise from acts occurring after the date on which he signs of the execution of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted at least twenty-one (21) days after he is presented with this Release on or after the Resignation Date to decide consider whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day consideration period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this ReleaseRelease on or after the Resignation Date. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or and the Change of Control Agreement, as applicable, Transition Agreement will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Transition Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the CompanyBoard, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this General Release includes a waiver and release of all claims which he Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § Section 621, et seq. (“"ADEA”"). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this General Release: (i) This paragraph, a. That the Agreement and this General Release are written in a manner calculated to be understood by himEmployee. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Employee signs this General Release. (iii) This Release c. The Agreement provides for consideration in addition to anything of value to which he Employee is already entitled. (iv) Executive has been d. Employee is advised to consult an attorney before signing this General Release. (v) Executive has been granted e. Employee is afforded twenty-one (21) days (or, in the event that the termination of Employee's employment is in connection with an exit incentive or other employment termination program, forty-five (45) days) after he Employee is presented provided with this General Release to decide whether or not to sign this General Release. If he Employee executes this General Release prior to the expiration of such period, he Employee does so voluntarily and after having had the opportunity to consult with an attorney. f. In the event that the termination of Employee's employment is in connection with an exit incentive or other employment termination program, Employee is provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and hereby waives any time limits applicable to such programs; and (ii) the remainder job titles and ages of all individuals eligible or selected for the twenty-one (21) day periodprogram, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program. (vi) Executive has g. Employee will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Employee will not receive any severance payments or the benefits under described in Section 2 of the Employment Agreement or the Change of Control Agreement. . h. If he Employee wishes to revoke this the General Release, Executive Employee shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company Cricket's President on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.

Older Workers Benefit Protection Act. Executive Employee agrees and expressly acknowledges that this Release Agreement includes a waiver and release of all claims which he she has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this ReleaseAgreement: (i1) This paragraphSection, and this Release Agreement are written in a manner calculated to be understood by him. (ii2) The waiver and release of claims under the ADEA contained in this Release Agreement does not cover rights or claims that may arise after the date on which he signs Date of this ReleaseAgreement. (iii3) This Release Agreement provides for consideration in addition to anything of value to which he she is already entitled. (iv4) Executive Employee has been advised to consult an attorney before signing this ReleaseAgreement. (v5) Executive Employee has been granted twenty-one (21) days after he she is presented with this Release Agreement to decide whether or not to sign this ReleaseAgreement. If he she executes this Release Agreement prior to the expiration of such period, he she does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi6) Executive Employee has the right to revoke this general release within seven (7) days of signing this ReleaseAgreement. In the event he does sothis general release is revoked, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he she will not receive any severance payments or benefits under the Employment Agreement Payment or the Change of Control AgreementBenefit Continuation. If he she wishes to revoke this Releaseagreement, Executive Employee shall deliver written notice stating his or her intent to revoke this Release Agreement to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive OfficerXxxxx Xxxxxx, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, General Counsel at the offices of the Company Employer on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs Date of this ReleaseAgreement.

Older Workers Benefit Protection Act. Executive agrees In accordance with the Older Workers Benefit Protection Act, Employee understands and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing accepting this Release. (v) Executive Agreement. Employee further understands and acknowledges that he or he has been granted twenty-one (21) up to 21 days after he from the date this Agreement is presented with to Employee to accept this Release to decide whether or not to sign Agreement by dating and signing a copy of this Release. If he executes this Release prior Agreement and returning it to the expiration of Company, although it may be accepted at any time within such period. Employee further understands that, he does so voluntarily and after once having had the opportunity to consult with accepted this Agreement, Employee will have an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within additional seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes within which to revoke this Releasehis acceptance, Executive shall deliver by delivering written notice stating his or her intent to revoke this Release to the Chairman of execution of the Board of Directors of the Company and the Company’s Chief Executive OfficerAgreement to Xxxx Xxxxxxxx, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors General Counsel of the Company. If Employee revokes this Agreement during the seven-day period, at Employee will not be eligible for and will be required to return all consideration received under this Agreement. EMPLOYEE UNDERSTANDS THAT HE IS ENTITLED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 3. Employee: /s/ Xxxxxxx Xxxxxx Date: 06/11/13 Xxxxxxx Xxxxxx E*TRADE Financial Corporation By: /s/ Xxxx Xxxxx Date: 06/17/13 Name: Xxxx Xxxxx Title: CEO This Release (this “Release”) is signed in exchange for the offices benefits described in Section 3 of the Company on or before 5:00 p.m. on Transition and Separation Agreement, dated , 2013 (the seventh “Transition Agreement”), between Xxxxxxx Xxxxxx (7th “Employee”) day after and E*TRADE Financial Corporation (the date on which he signs this Release“Company”) (the “Parties”). Terms used but not defined herein have the meaning given in the Transition Agreement.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges a. This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (the "OWBPA"). The OWBPA provides that this Release includes an individual cannot waive a waiver and release of all claims which he has right or may have claim under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq("ADEA") unless the waiver is knowing and voluntary. (“ADEA”). The following Pursuant to the terms and conditions apply to and are part of the waiver OWBPA, Simpson acknowledges and release of the ADEA claims under agrees that he has executed this Release: (i) This paragraphAgreement xxxxxxxrily, and with full knowledge of its consequences. b. In addition, Simpson hereby acknowledges and agrees that: (a) this Release are written Agreement has xxxx xxitten in a manner that is calculated to be understood understood, and is understood, by him. Simpson; (iib) The waiver and the release provisions of this Agreement apply to rightx xxx claims that Simpson may have under the ADEA contained in ADEA, including the right to file a lawsuxx xxxxnst the Company for age discrimination; (c) the release provisions of this Release does Agreement do not cover apply to any rights or claims that Simpson may have under the ADEA that arise after the date on which he signs Simpson exxxxxxx this Release. Agreement; (iiid) This Release provides for consideration the Company does not have a prexxxxxxxg duty to pay the severance benefits identified in addition to anything of value to which he is already entitled. this Agreement; (ive) Executive Simpson has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity in writing to consult with an attorneyattorney priox xx xxecuting this Agreement. c. Simpson agrees, covenants, and hereby waives represents that the remainder termination of xxx xxxxxyment shall not for any purpose be deemed to have resulted from an "exit incentive program" or "any other termination program offered to a group or class of employees," as those phrases are defined in the OWBPA and its implementing regulations. Accordingly, Simpson acknowledges and agrees that: (i) he shall have a period of 00 xxxx in which to consider whether to execute this Agreement; (ii) if he executes this Agreement prior to expiration of the twenty21-one (21) day period. , he has voluntarily decided to execute the Agreement; and (viiii) Executive has the right he shall have a period of seven days after execution of this Agreement to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke Simpson further understands that this Release, Executive Agreement shall deliver written notice stating his or her intent to revoke not become effxxxxxx until expiration of this Release to seven-day period (the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination "Effective Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release").

Older Workers Benefit Protection Act. Executive This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose: 6.1 Employee acknowledges and agrees that Employee has read and expressly understands the terms of this Agreement. 6.2 Employee acknowledges that this Release includes a waiver Agreement advises Employee in writing that Employee may consult with an attorney before executing this Agreement, and that Employee has obtained and considered such legal counsel as Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily. 6.3 Employee acknowledges that Employee has been given twenty‑one (21) calendar days in which to consider whether to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full twenty‑one (21) day period. 6.4 This Agreement shall not become effective or enforceable until the eighth calendar day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven (7) calendar days after the date s/he signs it. Employee’s revocation must be in writing and received by Dxxxx Xxxxxxxxx, Global General Counsel on or before the seventh calendar day in order to be effective. If Employee does not revoke acceptance within the seven (7) calendar day period, Employee’s acceptance of this Agreement shall become binding and enforceable on the eighth calendar day (“Effective Date”). Upon execution and expiration of the revocation period, the Agreement will become Effective. In all cases, this Agreement will be void if not effective by September 24, 2021. 6.5 This Agreement does not waive or release of all any rights or claims which he has or that Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs execution of this ReleaseAgreement. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release This Agreement is intended to satisfy the requirements of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amendedOlder Workers’ Benefit Protection Act, 29 U.S.C. § 621, et seqsec. (“ADEA”626(f). The following terms and conditions apply general provisions, along with the other provisions of this Agreement, are agreed to and are part of the waiver and release of the ADEA claims under for this Releasepurpose: (i) This paragraph, 6.1 Employee acknowledges and agrees that he has read and understands the terms of this Release are written in a manner calculated to be understood by himAgreement. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims 6.2 Employee is advised that may arise after the date on which he signs this Release. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to Employee should consult with an attorney before signing executing this ReleaseAgreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily. (v) Executive 6.3 Employee acknowledges that Employee has been granted twenty-one (21) given at least 21 days after he is presented with this Release in which to decide consider whether or not to sign enter into this ReleaseAgreement. If he executes this Release prior Employee understands that, at Employee’s option, Employee may elect not to use the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twentyfull 21-one (21) day consideration period. (vi) Executive has 6.4 This Agreement shall not become effective or enforceable until the right to eighth day after Employee signs this Agreement. In other words, Employee may revoke his acceptance of this general release Agreement within seven (7) days after the date Employee signs it. Employee's revocation must be in writing and received by the Director, Human Resources of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before Buzztime by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee's acceptance of this Agreement becomes binding and enforceable on the eighth day (7th ) “Effective Date”). Employee will notify the CEO and Chief Legal Counsel in writing on or shortly after the eighth day after the date on which he signs this ReleaseAgreement as to whether Employee revoked the Agreement. 6.5 This Agreement does not waive or release any rights or claims that Employee may have that are based on any facts or events occurring after the execution of this Agreement.

Older Workers Benefit Protection Act. Executive This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose: 7.1 Employee acknowledges and agrees that Employee has read and expressly understands the terms of this Agreement. 7.2 Employee is advised that Employee should consult with an attorney before signing this Agreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Release includes a waiver Agreement freely, knowingly, and voluntarily. 7.3 Employee acknowledges that Employee has been given at least twenty-one calendar days in which to consider whether or not to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full 21-day period. 7.4 This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven days after the date Employee signs it (“Revocation Period”). Employee's revocation must be in writing and received by Xxxxxx Xxxxxxxxx of Illumina no later than the conclusion of the Revocation Period in order to be effective. If Employee does not revoke acceptance within the Revocation Period, Employee's acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective Date”). 7.5 This Agreement does not waive or release of all any rights or claims which he has or that Employee may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release: (i) This paragraph, and this Release are written in a manner calculated to be understood by him. (ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs execution of this ReleaseAgreement. (iii) This Release provides for consideration in addition to anything of value to which he is already entitled. (iv) Executive has been advised to consult an attorney before signing this Release. (v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement. If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th ) day after the date on which he signs this Release.

Older Workers Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of EXECUTIVE AGREES AND EXPRESSLY ACKNOWLEDGES THAT THIS GENERAL RELEASE INCLUDES A WAIVER AND RELEASE OF ALL CLAIMS WHICH EXECUTIVE HAS OR MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as amendedAS AMENDED, 29 U.S.C. § SECTION 621, et seqET SEQ. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the THE FOLLOWING TERMS AND CONDITIONS APPLY TO AND ARE PART OF THE WAIVER AND RELEASE OF ALL CLAIMS INCLUDING BUT NOT LIMITED TO THE ADEA claims under this ReleaseCLAIMS UNDER THIS GENERAL RELEASE: (i) This paragraph, a. That the Agreement and this General Release are written in a manner calculated to be understood by himExecutive. (ii) b. The waiver and release of claims under the ADEA contained in this General Release does do not cover rights or claims that may arise after the date on which he Executive signs this General Release. (iii) This Release c. The Agreement provides for consideration in addition to anything of value to which he Executive is already entitled. (iv) d. Executive has been is advised to consult an attorney before signing this General Release. (v) e. Executive has been granted is afforded twenty-one (21) days after he Executive is presented provided with this General Release to decide whether or not to sign this General Release, although Executive may waive such period by signing the General Release sooner. If he Executive executes this General Release prior to the expiration of such period, he Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) f. Executive has will have the right to revoke this general release General Release within seven (7) days of signing this General Release. In the event he does sothis General Release is revoked, both this General Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their its entirety, and he Executive will not receive any severance payments or the benefits under described in Section 6 of the Employment Agreement or the Change of Control Agreement. . h. If he Executive wishes to revoke this the General Release, Executive shall deliver written notice stating his or her intent to revoke this General Release to the Chairman of the Board of Directors of the Company and the CompanyCricket’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company General Counsel on or before 5:00 p.m. on the seventh (7th 7th) day after the date on which he signs this Releasehereof.