Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. 1. The Company shall pay to the Executive: (i) any amount of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.

Payments and Benefits. 1. The In consideration for Executive entering into this Agreement and fully abiding by its terms, the Company shall pay agrees to provide Executive with: A. Salary Continuation Payments in the Executive: (i) any gross amount of the $120,000, which constitutes twelve (12) months of Executive’s base salary earned through salary, payable over twelve (12) months in installments as per the CEO Officer Termination Date not theretofore paidCompany’s regularly scheduled payroll cycle, less all applicable taxes and withholdings; B. additional severance pay in the gross amount of $72,000 payable over twelve (ii12) any Annual Bonus for calendar year 2018months in installments as per the Company’s regularly scheduled payroll cycle, that was earned but not yet paidless all applicable taxes and withholdings; C. reimbursement, (iii) any expenses owed within 60 days following submission by Executive to the Company of appropriate supporting documentation) for any unreimbursed business expenses properly incurred by Executive under in accordance with Company policy on or before the Termination Date; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the Termination Date. Each payment set forth in Sections 3(A) and 3(B) is intended to be treated as a series of separate payments at all times for purposes of Code Section 3(f409A and Treasury Regulation 1.409A-2(b)(2)(iii) (or any similar or successor provisions). Executive shall be entitled to the payments and benefits provided for in this Section 3, subject to Executive’s compliance at all times prior to, and on each applicable payment date, with the covenants referenced in Sections 9 and 10 of the Employment Agreement; provided, however, that no Salary Continuation Payments shall be paid if Executive revokes this Agreement through pursuant to Section 6 below. In addition, all options granted to Executive under the CEO Officer Termination Date, and (iv) any amount arising from the ExecutiveCompany’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) 2007 Equity Incentive Plan that are unvested as of the Employment Agreement (other than severance plansTermination Date will accelerate, programs, or arrangements), which amounts shall vest in full upon the Termination Date and be payable exercisable in accordance with the terms and conditions of such employee benefit plansthe underlying option agreement, programs, or arrangements including, where applicable, any death and disability benefits as it may be amended from time to time (the “Accrued ObligationsOption Agreement”). 2. Subject to Executive agrees that the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be payments and benefits provided for in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, this Section 3 are due solely from the Company shall pay the Executive a lump sum amount equal to $1,143,750 and that Insperity PEO Services, L.P., formerly known as Administaff Companies II, L.P. (the “Transition Assistance PaymentInsperity”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue has no obligation to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with additional compensation, even though the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Companybenefits provided for in this Section 3 may be processed through Insperity. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.

Payments and Benefits. 1(a) As of the date of this Agreement, Executive holds an option to acquire shares of the Company, par value $.01 per share (each, a “Share”) with an exercise price of $6.3984 per Share, granted pursuant to the Company’s 2006 Management Incentive Plan and of which 640,507 Shares subject to such option are unvested and 1,921,520 Shares are vested (the “2009 Options”). Executive also holds an unvested option to acquire 329,340 Shares with an exercise price of $15.41 per Share and granted pursuant to the Company’s 2011 Omnibus Incentive Plan (the “2012 Options”). The 2009 Options and 2012 Options shall continue to be governed by the applicable award documents and plans, which in each case provide that Executive shall continue to vest in the 2009 Options and 2012 Options held by Executive for so long as Executive continues to serve as a member of the Board. (b) Following execution of this Agreement and only if the Release set forth in Section 7(a) of this Agreement is not revoked pursuant to Section 7(b), the Company shall pay to Executive a cash lump sum incentive of $1,500,000, in connection with Executive’s assistance in the Executive: (i) any amount orderly and successful transition of the Executive’s base salary earned through Chief Executive Officer role which will be paid or provided to him within thirty (30) days following the CEO Officer Termination Date not theretofore paid, Separation Date. (iic) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed The restricted stock units granted to the Executive under pursuant to Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d3(b)(v) of the Employment Agreement (other than severance plans, programs, or arrangementsthe “Restricted Stock Units”) shall be settled on the first business day following expiration of the six-month period following the Separation Date. The performance-based restricted stock units granted to Executive pursuant to the Company’s 2011 Omnibus Incentive Plan shall be forfeited in their entirety on the Separation Date. (d) Following execution of this Agreement and only if the Release set forth in Section 7(a) of this Agreement is not revoked pursuant to Section 7(b), which amounts Executive shall be payable entitled to the personal use of the Company’s aircraft through the end of 2012, in accordance with an amount not to exceed twenty (20) hours, to the terms extent that the Company, in its sole discretion, continues such program and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”)otherwise subject to availability. 2. Subject (e) In order to assist the Executive’s provision Company in ensuring that Executive is fully aware of transitional services through May 17his duties and obligations under this Agreement, 2019and as set forth in Sections 7(b) and 11 below, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week Executive has retained counsel and remotely for the three weeks thereafter, the Company shall promptly pay the Executive a lump sum amount equal Executive’s counsel for reasonable legal fees and related expenses so incurred, which will be paid or provided to $1,143,750 him within thirty (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (6030) days following the CEO Officer Termination Date (collectively, the “Severance Payment”)Separation Date. 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.

Payments and Benefits. 1. The (a) Regardless of whether Executive executes this Agreement, the Company shall pay to the Executive: provide Executive with (i) any amount of the Executive’s his monthly base salary earned pay through the CEO Officer Termination Separation Date not theretofore paidin accordance with the Company’s usual payroll practices, less applicable withholdings and deductions, (ii) reimbursement of any Annual Bonus for calendar year 2018, that was earned but not yet paid, business expenses incurred prior to the Separation Date in compliance with the policies and procedures of the Company and (iii) any expenses owed vested benefits under qualified retirement and welfare benefit plans. (b) Provided that this Agreement becomes effective pursuant to its terms and Executive remains in compliance with this Agreement at all times and Executive elects to continue healthcare (including medical and dental) coverage under the Executive under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), as set forth in Section 3(f3(c) of the Employment Agreement through Executive Severance Agreement, Executive will only be responsible to pay the CEO Officer Termination Dateamount of the monthly premium equal to the amount charged to similar active employees for similar coverage, rather than the full COBRA premium amount, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) Company shall pay the remainder of the Employment Agreement (other than severance plansCOBRA premium amount, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plansCOBRA, programs, or arrangements including, where applicable, any death for a period of twelve (12) months following the date of this Agreement. (c) Provided that Executive remains in compliance with this Agreement at all times and disability benefits executes and delivers the Supplemental Release of Claims attached hereto as Appendix A (the “Accrued ObligationsSupplemental Release”). 2. Subject ) on or within twenty-one (21) days following Executive’s receipt of this Agreement and the Supplemental Release (i.e., on or before October 17, 2021) and does not timely revoke his consent to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafterSupplemental Release, the Company shall pay the provide Executive a lump sum with (i) an amount equal to $1,143,750 twelve (the “Transition Assistance Payment”)12) months of Executive’s current base salary, on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (ias set forth in Section 3(a) (A) continue to pay of the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement Severance Agreement, and (ii) pay an additional lump-sum cash payment in the Executive an amount equal to his Target Bonus (of $1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date 3,000,000 (collectively, the “Severance PaymentSupplemental Release Payments”). 4. If continued coverage under The Supplemental Release Payments shall be paid to Executive on or before the Company’s health second regularly scheduled payroll date following the Second Release Effective Date (as defined Appendix A), less applicable withholdings and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRAdeductions. 5. To the extent the (d) Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residencehereby acknowledges and agrees that (i) except as set forth in Section 2(a)-2(c) of this Agreement, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required eligible to repay receive any amount of his relocation reimbursement as described in Section 3(gcompensation or benefits, including, without limitation, the severance payments and benefits provided under Sections 3(b), (d) and (e) of the Employment Executive Severance Agreement, (ii) Executive’s termination of employment effective as of the Separation Date shall not constitute a “Qualifying Retirement” or “Retirement” (or any similar term) for purposes of any award outstanding under the 2021 Stock Incentive Plan or the Long-Term Incentive Plan, each as amended (collectively, the “Company LTI Plans”), and (iii) each outstanding and unvested award under the Company LTI Plans shall be forfeited effective as of the Separation Date. (e) The Company shall cause Centene Management Company to process any amounts payable under this Agreement as necessary.

Payments and Benefits. 1. The Company shall pay to the Executive: (ia) any amount of the Executive’s base salary earned through the CEO Officer Termination Date Whether or not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereaftersigns this Agreement, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to his monthly base pay through the Executive his base salary (at his current annual rate of $825,000) Separation Date in accordance with the Company’s customary usual payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date practices, (ii) accrued but unpaid vacation pay in one lump-sum included in Executive’s final paycheck and (Biii) reimbursement of any business expenses incurred prior to the Separation Date in compliance with the policies and procedures of the Company. (b) Provided that this Agreement becomes effective pursuant to its terms and Executive remains in compliance with this Agreement at all times, the Company shall pay an additional amount as Executive severance pay benefits in an aggregate the amount of $825,000 payable 100,000 in accordance one lump-sum within three (3) business days of Executive’s execution of this Agreement, less all applicable withholdings and deductions. (c) Provided that Executive remains in compliance with this Agreement at all times and executes the Supplemental Release of Claims attached hereto as Appendix A (the “Supplemental Release”) on or within twenty-one (21) days following the Separation Date and does not timely revoke his consent to the Supplemental Release, (i) the Company shall pay Executive an additional lump-sum payment in the amount of $1,115,295 on or within ten (10) business days following the Supplemental Release Effective Date (as defined in the Supplemental Release), less all applicable withholdings and deductions, in the first payroll period following the Supplemental Release Effective Date (as defined in the Supplemental Release), (ii) the Company shall pay Executive a bonus under the Company’s customary payroll practices in equal installments during the period beginning 2018 Annual Incentive Plan (AIP), based solely on the Employment Termination Date and ending on the six (6) month anniversary actual achievement of the Employment Termination Date; provided that corporate performance metrics under the 2018 AIP and Executive’s target bonus of $319,725 without regard to any personal performance modifier, to be paid at the same time as 2018 annual bonuses are paid to the Company’s active executive officers under the 2018 AIP, but no later than Xxxxx 00, 0000, (xxx) the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus the product of ($1,031,250x) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage bonus under the Company’s health and welfare plans is timely elected by the Executive2019 AIP, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary based solely on actual achievement of the Employment Termination Date corporate performance metrics under the 2019 AIP and Executive’s target bonus of $321,300 without regard to any personal performance modifier, and (y) the first date that quotient obtained by dividing 4 by 365, such amount to be paid at the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, same time as separately disclosed previously 2019 annual bonuses are paid to the Company’s active executive officers under the 2019 AIP, but no later than March 15, 2020, (iv) 17,058 Restricted Stock Units (RSUs) will be accelerated and vest on the Supplemental Release Effective Date, as shown on Appendix B, and (v) the service-based vesting requirement with respect to a target number of Performance Stock Units (PSUs) equal to 38,406 shall lapse, and such PSUs shall remain eligible to vest based on satisfaction of the applicable company performance metrics, as shown on Appendix B. (d) Provided that Executive timely and validly elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), provided that such aggregate reimbursement amount does not exceed $50,000, Executive and his eligible dependents’ participation in the Executive provides applicable documentation evidencing such lease payments group health and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) dental insurance plan of the Employment AgreementCompany will continue after the date of this Agreement on the same basis as of the date hereof; provided, however, that Executive will be responsible for all COBRA premium payments.

Payments and Benefits. 1In exchange for the release and other promises made by Employee herein, the Company will provide the following benefits to Employee. Employee acknowledges and agrees that he is not otherwise entitled to these or any other benefits, whether in the form of wages, commissions, bonuses, or any other benefit from the Company. All payments are subject to applicable taxes and other withholdings. If Employee executes and returns this Agreement in accordance with the instructions on page 10 of this Agreement: (a) The Company will pay to Employee the lump sum of One hundred thousand dollars ($100,000). Payment will be made within forty-five (45) days after Employee executes and returns this Agreement and the revocation period (if applicable) has expired, but in no event after March 15th of the calendar year after the year in which Employee terminates employment. (b) The Company will continue to employ Employee through the Termination Date, on the terms described in this Section. (i) Employee will be on paid leave and will receive his present base salary on the Company’s scheduled pay dates. During this time, unless otherwise instructed in writing by Xxxxx Xxxxxx (Senior Executive Vice President, Worldwide Sales) and Xxxxx Le (Senior Executive Vice President and Chief Financial Officer), Employee will not perform any work or other services for the Company, return to Company premises, or participate in any Company functions (whether held on or off Company premises). If Employee receives any requests for, or instructions to provide, any MicroStrategy-related services, support, or assistance during that time from anyone other than Xxxxx Xxxxxx or Xxxxx Le, he agrees to promptly inform Xxxxxxx Xxxxx (Executive Vice President and Chief Human Resources Officer) in writing. The Company shall pay confirms that it will treat such paid leave as continuing service for purposes of Employee’s stock options granted on February 2, 2015, March 8, 2017 and February 8, 2018 and the option agreements evidencing such options. These stock options can be exercised to the Executive: (i) extent any amount portions thereof are vested as of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee option agreements. Employee agrees that any portions of those stock options that would not vest according to the terms of such option agreements by the Termination Date shall be cancelled as of the date Employee executes this Agreement. (ii) During his paid leave, Employee will not be eligible for variable compensation and will not accrue any vacation or other paid time off, but he will continue to be eligible for and accrue all other Company benefits pursuant to the terms of the Company’s benefit plans. Unless he is acting pursuant to written instructions from Xxxxx Xxxxxx or Xxxxx Le (as outlined in Section 2(b)(i)), programs, or arrangements including, where applicable, Employee agrees that he will not seek reimbursement of any death and disability benefits (the “Accrued Obligations”)business expenses during his paid leave because he will not have any such expenses. 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services (iii) Should Employee secure new employment prior to October 3, 2018, and thereby advance the CEO Officer Termination Date, on Company premises for he agrees to promptly notify Xxxxxxx Xxxxx and Xxxxx Le in writing of the first week and remotely for the three weeks thereafternew Termination Date. In that case, the Company shall will pay the Executive out to Employee a lump sum amount equal to $1,143,750 the value of the base salary that Employee has not received, but would have received had Employee remained on paid leave until October 3, 2018 (the “Transition Assistance Early Resignation Payment”), on to the first payroll date coincident with or immediately following May 17, 2019. 3extent not already paid. The Company shall (i) (A) continue to pay amount of the Executive his Early Resignation Payment will be calculated using the base salary that Employee presently earns, and will be paid within forty-five (at his current annual rate of $825,00045) in accordance with days after the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment new Termination Date and (B) pay an additional amount as severance pay but in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary no event after March 15th of the Employment Termination Date; provided that calendar year after the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained year in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”)which Employee terminates employment. 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.

Payments and Benefits. 1In exchange for the release and other promises made by Employee herein, the Company will provide the following benefits to Employee. Employee acknowledges and agrees that she is not otherwise entitled to these or any other monies, whether in the form of wages, commissions, bonuses, or any other payment or benefit, from the Company. (a) If Employee executes and returns this Agreement in accordance with the instructions on page 11 of this Agreement and does not revoke the Agreement (if applicable), and subject to Employee’s compliance with the obligations in Section 4, the Company will pay Employee a lump sum of two hundred twenty-five thousand dollars ($225,000.00) (less applicable taxes and withholdings) within ninety (90) days after Employee executes and returns this Agreement but in no event after March 15th of the calendar year after the year in which Employee terminates employment, and continue to employ Employee through the Termination Date on the terms described in this Section. (i) Beginning on November 18, 2019, Employee will be placed on paid leave and will receive her present base salary on the Company’s scheduled pay dates. During this time, unless otherwise instructed in writing by Pxxxx Le (Senior Executive Vice President and Chief Operating Officer), Employee will not perform any work or other services for the Company, return to Company premises, or participate in any Company functions (whether held on or off Company premises). If Employee receives any requests for, or instructions to provide, any Company-related services, support, or assistance during that time from anyone other than Pxxxx Le, she agrees to promptly inform Mr. Le in writing. The Company shall pay confirms that it will treat such paid leave as continuing service for purposes of Employee’s stock options granted on July 30, 2018 and the option agreements evidencing such options. These stock options can be exercised to the Executive: (i) extent any amount portions thereof are vested as of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee option agreements. Employee agrees that any portions of those stock options that would not vest according to the terms of such option agreements by the Termination Date shall be cancelled as of the date Employee executes this Agreement. (ii) During her paid leave, Employee will not be eligible for variable compensation and will not accrue any vacation or other paid time off, but she will continue to be eligible for and accrue all other Company benefits pursuant to the terms of the Company’s benefit plans. Unless she is acting pursuant to written instructions from Pxxxx Le (as outlined in Section 2(a)(i)), programsEmployee agrees that she will not seek reimbursement of any business expenses during her paid leave because she will not have any such expenses. (iii) Should Employee secure new employment, or arrangements includingotherwise choose to resign her employment, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to January 31, 2020, and thereby advance the CEO Officer Termination Date, she agrees to notify Pxxxx Le as soon as practicable in writing, and the Termination Date will be the day before Employee’s new employment commences or, in either case, an earlier mutually-agreed date. In such case, if Employee re-executes and returns the Confirmation of Agreement in accordance with the instructions on Company premises for page 13 of this Agreement and does not revoke the first week and remotely for the three weeks thereafterAgreement (if applicable), then the Company shall will pay the Executive out to Employee a lump sum amount equal to $1,143,750 the value of the base salary that Employee has not received, but would have received had Employee remained on paid leave until January 31, 2020 (less applicable taxes and other withholdings) (the “Transition Assistance Early Resignation Payment”), on to the first payroll date coincident with or immediately following May 17, 2019extent not already paid. The amount of the Early Resignation Payment will be calculated using the base salary that Employee presently earns and will be paid within ninety (90) days after the new Termination Date but in no event after March 15th of the calendar year after the year in which Employee terminates employment. 3. The Company shall (ib) (A) continue to pay If Employee re-executes and returns the Executive his base salary (at his current annual rate Confirmation of $825,000) Agreement in accordance with the Company’s customary payroll practices during instructions on page 13 of this Agreement and does not revoke the period Agreement (if applicable), then the Executive continues Company will pay to be employed from Employee the CEO Officer Termination Date through the Employment Termination Date lump sum of two hundred twenty-five thousand dollars ($225,000.00), less applicable taxes and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary other withholdings. Payment of the Employment Termination Date; provided that lump sum will be made within ninety (90) days after Employee re-executes and returns the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained Confirmation of Agreement, but in Section 6 or 7 no event after March 15th of the Employment Agreement and (ii) pay calendar year after the Executive an amount equal to his Target Bonus ($1,031,250) year in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.which Employee terminates

Payments and Benefits. 1. The Company shall pay to the Executive: (ia) any amount of the Executive’s base salary earned through the CEO Officer Termination Date Whether or not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereaftersigns this Agreement, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to his monthly base pay through the Executive his base salary (at his current annual rate of $825,000) Separation Date in accordance with the Company’s customary usual payroll practices practices, (ii) accrued but unpaid vacation pay in one lump-sum included in Executive’s final paycheck and (iii) reimbursement of any business expenses incurred prior to the Separation Date in compliance with the policies and procedures of the Company. Provided that Executive timely and validly elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), Executive and his eligible dependents’ participation in the group health and dental insurance plans of the Company will continue after the date of this Agreement in accordance with the provisions of COBRA for such period as is required pursuant to applicable law. Executive will be responsible for all COBRA premium payments. (b) Provided that this Agreement becomes effective pursuant to its terms and Executive remains in compliance with this Agreement at all times, the Company shall pay Executive severance benefits in the amount of $100,000 in one lump-sum within three (3) business days of Executive’s execution of this Agreement, less all applicable withholdings and deductions. (c) Provided that Executive remains in compliance with this Agreement at all times and executes the Supplemental Release of Claims attached hereto as Appendix A (the “Supplemental Release”) on or within twenty-one (21) days following the Separation Date and does not timely revoke his consent to the Supplemental Release, (i) the Company shall pay Executive an additional lump-sum payment in the amount of $2,768,138 on or within five (5) business days following the Supplemental Release Effective Date (as defined in the Supplemental Release), less all applicable withholdings and deductions, in the first payroll period following the Supplemental Release Effective Date (as defined in the Supplemental Release), (ii) the Company shall pay Executive an amount equal to six (6) times the monthly COBRA premium in effect under the Company’s health, dental and vision plans applicable to Executive and his dependents as of the Separation Date on or within five (5) business days following the Supplemental Release Effective Date (as defined in the Supplemental Release), less the monthly premium cost then in effect for such coverage for active employees, less all applicable withholdings and deductions, in the first payroll period following the Supplemental Release Effective Date (as defined in the Supplemental Release), (iii) the Company shall pay Executive an amount equal to the product of (x) a bonus under the Company’s 2019 Annual Incentive Plan (“AIP”), based solely on actual achievement of the corporate performance metrics under the 2019 AIP and Executive’s target bonus of $751,179 without regard to any personal performance modifier, and (y) the quotient obtained by dividing 120 by 365, less all applicable withholdings and deductions, such amount to be paid at the same time and calculated in the same manner (including any provisions for the treatment of the 2019 annual bonuses applied in connection with any change in control of the Company) as 2019 annual bonuses are paid to the Company’s active executive officers under the 2019 AIP, but no later than March 15, 2020, (iv) the Company shall provide, or cause to be provided, certain executive outplacement services for up to twelve (12) months following the Separation Date up to a maximum cost of $20,000, (v) 34,027 of Executive’s Restricted Stock Units (“RSUs”) will be accelerated and vest on the Supplemental Release Effective Date, as shown on Appendix B, (vi) the service-based vesting requirement with respect to a target number of Executive’s Performance Stock Units (“PSUs”) equal to 54,929 shall lapse, and such PSUs shall remain eligible to vest based on satisfaction of the applicable company performance metrics, as shown on Appendix B (provided that, in connection with a change in control of the Company that occurs during the applicable performance period, the performance period shall be deemed to end on the date of such change in control of the Company and the performance metrics shall be measured as of such date), and (vii) the service-based vesting requirement with respect to a target number of Executive’s Performance Shares (“PSAs”) equal to 67,487 shall lapse, and such PSAs shall remain eligible to vest based on satisfaction of the applicable company performance metrics, as shown on Appendix B (provided that, in connection with a change in control of the Company that occurs during the applicable performance period, the performance period shall be deemed to end on the date of such change in control of the Company and the performance metrics shall be measured as of such date). The Parties acknowledge that all of Executive’s stock options are fully vested, and Executive shall be entitled to exercise such options under the “rule of 55 and 5” under the applicable plans and agreement (such that, for the avoidance of doubt, Executive may exercise such options during the period equal to the lesser of 5 years from Separation Date or until the expiration date of the options). Executive continues shall receive a payout of his vested deferred compensation under the terms of the applicable plans and his deferral elections in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, the Company shall reimburse Executive for up to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company15,000 of reasonable and documented attorney’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the fees incurred by Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, the Company agrees to reimburse the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartmentdrafting, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, negotiation and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount execution of his relocation reimbursement as described in Section 3(g) of the Employment this Agreement.

Payments and Benefits. 1. The (A) Subject to Clause 17(B), in any of the circumstances described in Clause 16(B) the Company shall forthwith pay to the Executive: Executive by way of liquidated damages the following amounts and shall provide the following benefits (i) any amount of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to the Executive's full gross salary for one year assuming that salary had continued to be paid at the same rate as immediately prior to the date of termination (the reference to "gross salary" in this Clause 17(A) shall mean Executive's base salary before any withholdings but excluding any bonuses, pension allowance, special compensation, foreign service premiums, tax equalisation payments, cost of living adjustments and fringe benefits); (ii) the Company shall pay the Executive an amount equal to the Executive’s target AIP award in effect when the notice of termination is given under Clause 17(B)(i); (iii) the Company shall continue the payment of the Executive’s pension allowance as described in clause 5 and the Executive’s benefits under the Choices Benefit Plan described in Clause 6 at no cost to the Executive for a period of one year after the date of termination or if earlier (1) the commencement of equivalent benefits from the Executives new employer or (2) the Executive attaining the age of 60. If it is impractical or impossible to continue such benefits after the date of termination of employment, then the Company shall pay the Executive an amount equal to the gross sum required to enable the Executive to provide the relevant benefits for himself on the same basis they were provided immediately before termination of employment. Notwithstanding the foregoing Executives participation in disability plans and Executives travel accident insurance shall terminate on termination of employment; (iv) the Company shall make available at its expense to the Executive the services of an outplacement firm designated by the Company; and (v) the Company shall pay reasonable legal costs incurred by the Executive in connection with the preparation of a compromise agreement up to a maximum of £15,000. (B) If the Executive is within one year of his Target Bonus normal retirement date set out in Clause 2(B) when the date of termination occurs then the salary and target AIP payments described in Clause 17(A)(i) and 17(A)(ii) should be paid pro-rata to the period outstanding. ($1,031,250C) The Executive shall not be entitled to a payment under Clause 17(A) unless he has: Back to Contents (i) notified the Company in writing that he considers that Clause 16(B) applies and provided full details of why it applies; and (ii) to the extent the situation is capable of redress, allowed the Company 20 working days from the date of receiving such written notification from the Executive to redress the situation, and the situation is redressed. (D) Upon any termination of the Executive’s employment, except for termination pursuant to Clause 16(A), the Company shall pay to the Executive or his estate his pro-rata accrued portion of his actual award under the annual incentive plan for the year in which the date of termination occurs. Such payment shall be calculated by multiplying such actual award by a fraction, the numerator of which is the number of weeks in the applicable year which precede the date of termination and the denominator of which is 52 (such pro-rata amount shall be paid to the Executive by the Company in a lump sum within sixty ninety (6090) days following the CEO Officer Termination Date (collectively, end of the “Severance Payment”calendar year in which the date of termination occurs). 4. If continued coverage (E) Upon any termination of the Executive's employment, he or his estate, heirs and beneficiaries, as the case may be, shall be entitled to all accrued benefits under any pension scheme, option scheme, long term incentive plan or any other benefit plan of the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that . Whether the Executive is no longer eligible for COBRAentitled to any pro rata amount in the year of termination shall depend on the terms and conditions of the applicable scheme or plan of the Company. 5. To (F) Any payment by the extent Company to the Executive is required following and the CEO Officer Termination Date payment or provision of any accrued benefits as provided in Clauses 17(A), (B), (D) and (E) shall be made in full and final settlement of all and any claims arising out of the Executive's employment, its termination, or his ceasing to continue to make lease payments on his current residence, hold the office of director of the Company agrees to reimburse the Executive for or any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartmentAssociated Company and, as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably if so requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount enter into a compromise agreement or such other form of his relocation reimbursement release as described in Section 3(g) of is determined by the Employment AgreementCompany.

Payments and Benefits. 1. The Company shall pay In consideration for Executive’s execution of this Agreement, but subject to the Executive: (i) any amount of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment paragraph in this Agreement through the CEO Officer Termination Date, entitled “Review Period and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with Revocation” and the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provide direct payment of any COBRA premiums from the Employment Termination Date until the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residenceparagraph 11, the Company agrees to reimburse provide to Executive the following payments and benefits, consistent with and subject to the terms of the Employment Agreement effective September 29, 2006. Provision of the severance payments and benefits specified in subparagraphs (a) and (b) hereof is intended to comply with the terms of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, based upon the assumption that Executive is a “specified employee” within the meaning of Code § 409A. (a) Executive will receive installment payments of $_________, less tax withholding and other legally allowed deductions, on the 15th and last business day of each month for any such remaining lease the period commencing on ___________ and ending ______________, up to a total amount of $______________. On ____________________, Executive shall also receive a lump sum payment in the amount of $______________, less tax withholding and other legally allowed deductions, representing accumulated installment payments (plus Executive would have received under the cancellation/breakage fee ($3,600) in connection with a new lease that Termination Payments during the Executive had previously entered into first six months after the Termination Date but for his new apartmentstatus as a “specified employee” under Code Section 409A. The period from the Termination Date through ______________ is defined as the Termination Period. (b) On _______________________, as separately disclosed previously to Executive shall also receive a lump sum payment in the Company)amount of $______________, less tax withholding and other legally allowed deductions, which represents the approximate difference in cost between COBRA premiums and active employee premiums for 18 months of COBRA coverage, provided that such aggregate reimbursement amount does not exceed $50,000Executive has made a timely election for COBRA coverage. Notwithstanding the foregoing, and Executive’s continued health benefits coverage under this subsection shall cease as of the date the Executive provides applicable documentation evidencing becomes eligible to receive such lease payments benefits under a subsequent employer’s benefit programs. From and cancellation/breakage fee payment as reasonably requested by after the Company. 6. Notwithstanding anything beginning of the Termination Period, Executive will not be eligible to the contrary continue active participation in any other Company Group policy benefit plan, program or otherwiseperquisite, including but not limited to long-term incentive compensation, nonqualified deferred compensation, employee stock purchase, 401(k), pension, life insurance, long-term disability coverage, or any other plan or policy. Details about specific plan coverages, conversion and distribution eligibility will be provided separately. Information on electing COBRA coverage will be provided at the Executive shall not be required to repay any amount conclusion of his relocation reimbursement as described in Section 3(g) of the Employment Agreementgroup health plan eligibility.

Payments and Benefits. 1. The (a) On the Effective Date, the Company shall pay to the Executive: Employee his accrued but unpaid base salary as well as any unpaid incentive payment due for the calendar year 2001. The Company shall also make a payment to the Employee in lieu of his unused vacation accrued as of the Termination Date, if any. (b) During the period commencing on the Termination Date and ending on the earlier of (i) any amount the first anniversary of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, and (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) Employee’s commencement of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance full-time employment with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits a subsequent employer (the “Accrued ObligationsContinuation Period”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive Employee his base salary (at his current annual the rate of $825,000) in effect on the Termination Date. Such base salary will be paid in accordance with the Company’s customary normal payroll practices practice. The Company shall also continue to provide medical, dental and life insurance benefits during the period Continuation Period. At the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary end of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the ExecutiveContinuation Period, the Company shall provide direct payment of any COBRA premiums from pay to the Employment Termination Date until Employee an amount in cash equal to the earlier of (x) the twelve (12) month anniversary of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRA. 5. To the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, matching contributions the Company agrees to reimburse would have made on the Executive for any such remaining lease payments (plus the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, as separately disclosed previously employee’s behalf to the Company)’s 401k Plan had the Employee participated in the Plan during the Continuation Period at the same rate of the Employee’s participation as in effect immediately prior to the Termination Date. The Employee shall promptly notify the Company upon his commencement of any subsequent employment. (c) The Company shall amend the Employee’s outstanding stock options in respect of 155,000 shares of the Company’s common stock to extend the exercise period of such options (to the extent such options are vested and exercisable on the Termination Date) to the end of business on the date 90 days following the expiration of the Continuation Period. (d) The Company will provide the Employee with outplacement services through a firm selected by the Employee, provided that the Company’s cost of providing such aggregate reimbursement amount does services shall not exceed $50,000, and 7,500.00. All applicable withholdings will be made for the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Companyprovided for in this Section 2. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreement.

Payments and Benefits. 1. The Company shall pay to the Executive: (ia) any amount of the Executive’s base salary earned through the CEO Officer Termination Date Whether or not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereaftersigns this Agreement, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to his monthly base pay through the Executive his base salary (at his current annual rate of $825,000) Separation Date in accordance with the Company’s customary usual payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date practices, less all applicable withholdings and deductions, (ii) accrued but unpaid vacation pay in one lump-sum included in Executive’s final paycheck, less all applicable withholdings and deductions and (Biii) reimbursement of any business expenses incurred prior to the Separation Date in compliance with the policies and procedures of the Company. (b) Provided that this Agreement becomes effective pursuant to its terms and Executive remains in compliance with this Agreement at all times, the Company shall pay an additional amount as Executive severance pay benefits in an aggregate the amount of $825,000 payable 50,000 in accordance one lump-sum within three (3) business days of Executive’s execution of this Agreement, less all applicable withholdings and deductions. (c) Provided that Executive remains in compliance with this Agreement at all times and executes the Company’s customary payroll practices in equal installments during Supplemental Release of Claims attached hereto as Appendix A (the period beginning “Supplemental Release”) on or within twenty-one (21) days following the Employment Termination Separation Date and ending on does not timely revoke his consent to the six Supplemental Release, (6i) month anniversary of the Employment Termination Date; provided that the Company shall cease any thenpay Executive an additional lump-remaining payments sum payment in the amount of $647,500 on or within ten (10) business days following the first date that Supplemental Release Effective Date (as defined in the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement Supplemental Release), less all applicable withholdings and deductions, (ii) the Company shall pay the Executive an amount equal to his Target Bonus six ($1,031,2506) times the monthly Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) premium in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage effect under the Company’s health health, dental and welfare vision plans is timely elected by applicable to Executive and his dependents as of the ExecutiveSeparation Date, less the monthly premium cost then in effect for such coverage for active employees, less all applicable withholdings and deductions, on or before the Company’s second regularly scheduled payroll date following the Supplemental Release Effective Date (as defined in the Supplemental Release), (iii) the Company shall provide direct payment pay Executive $80,013.70, less all applicable withholdings and deductions, in respect of any COBRA premiums from the Employment Termination Date until Company’s 2020 Annual Incentive Plan (“AIP”), such amount to be paid at the earlier of same time as 2020 annual bonuses are paid to the Company’s active executive officers under the 2020 AIP, but no later than March 15, 2021, (xiv) the Company shall provide, or cause to be provided, certain executive outplacement services for up to twelve (12) month anniversary months following the Separation Date up to a maximum cost of $20,000, (v) 441 Restricted Stock Units (RSUs) will be accelerated and vest on the Supplemental Release Effective Date, and (vi) the service-based vesting requirement with respect to a target number of Performance Stock Units (PSUs) equal to 8,987 shall lapse, and such PSUs shall remain eligible to vest based on satisfaction of the Employment Termination Date and (y) the first date that the Executive is no longer eligible for COBRAapplicable company performance metrics. 5. To (d) Provided that Executive timely and validly elects continued coverage under COBRA, Executive and his eligible dependents’ participation in the extent the Executive is required following the CEO Officer Termination Date to continue to make lease payments on his current residence, group health and dental insurance plan of the Company agrees to reimburse will continue after the Executive for any such remaining lease payments (plus date of this Agreement on the cancellation/breakage fee ($3,600) in connection with a new lease that the Executive had previously entered into for his new apartment, same basis as separately disclosed previously to the Company), provided that such aggregate reimbursement amount does not exceed $50,000, and the Executive provides applicable documentation evidencing such lease payments and cancellation/breakage fee payment as reasonably requested by the Company. 6. Notwithstanding anything to the contrary in any Company Group policy or otherwise, the Executive shall not be required to repay any amount of his relocation reimbursement as described in Section 3(g) of the Employment Agreementdate hereof; provided, however, that Executive will be responsible for all COBRA premium payments.