Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. (a) On the Effective Date, the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as of the Termination Date. The Company shall also make a prorated bonus payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees of the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend the exercise period of such options to the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for in this Section 2.

Payments and Benefits. (a) On Provided that this Agreement becomes effective in accordance with Section 13(a) of this Agreement and Executive complies with his obligations under this Agreement and the Effective DatePlan, Executive shall be entitled to receive the Accrued Amounts, the Pro-Rata Bonus and the following payments and benefits, subject to the terms of this Agreement and the Plan: (i) the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as of the Termination Date. The Company shall also make a prorated bonus payment Executive an aggregate amount equal to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier product of (i) the first anniversary sum of the Termination Date or Executive’s Base Salary plus Bonus, multiplied by (ii) the Employee’s commencement Severance Multiple applicable to the Executive, less all taxes and deductions, which amount shall (subject to any Delay Period required by Section 7.8(b) of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to Plan) be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid payable in accordance with the Company’s normal payroll practice. The term “employer” shall practices over a period of twelve (12) months following the Separation Date, with the first payment thereof to be paid on the first regularly scheduled payroll date of the Company occurring on or after the sixtieth (60th) day following the Separation Date and to include any person or entity from whom amounts that would have been otherwise payable to Executive prior thereto; (ii) if the Employee or Veritas Consulting GroupExecutive timely elects continued group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, LLC receives more than $10,000 of incomeas amended (“COBRA”), during the Continuation Period. The , the Company shall also continue at shall, on a monthly basis, pay or reimburse to the Executive the full cost of the monthly premiums for continued coverage pursuant to COBRA, for the Executive and the Executive’s eligible dependents, under the Company’s group health plans in which the Executive participated immediately prior to the date of termination of the Executive’s employment or materially equivalent plans maintained by the Company covering its expense to provide executives in replacement thereof for the same group medical and dental coverage earliest of (except i) twelve (12) months following the Separation Date, (ii) the date Executive becomes eligible for coverage under the Companyhealth insurance plan of a subsequent employer, or (iii) the date the Executive or the Executive’s Executive Supplement Plan) that it then provides eligible dependents, as the case may be, cease to similarly situated active employees of be eligible under COBRA (the Company during “Continuation Period”). Following the Continuation Period. This Company-paid , the Executive (or, if applicable, the Executive’s qualified beneficiaries under COBRA) shall be entitled to such continued coverage is conditioned on neither for the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 remainder of the Employee Retirement Income Security Act COBRA period, if any, on a full self-pay basis to the extent eligible under COBRA; and (iii) subject to the terms and conditions of 1974the applicable equity incentive plan and corresponding award agreement, as amended) under Executive shall continue to vest in his outstanding equity awards during the Company’s Consulting Period; provided, however, if this Agreement does not become effective in accordance with Section 13(a), the Consulting Period shall immediately terminate and Executive Supplement Plan, shall not be entitled to the payments and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. The Employee shall promptly notify the Company upon his commencement of any subsequent employmentbenefits set forth in this Section 3. (cb) The Provided that this Agreement becomes effective in accordance with Section 13(b) of this Agreement, Executive complies with his obligations under this Agreement and the Consulting Period is not terminated for Cause, the Company shall amend the Employee’s outstanding stock options agrees to accelerate the exercisability of pay Executive, less all non-vested options so that the Employee will have 88,800 stock options vested applicable tax withholdings and exercisable as of the Termination Date. The Company will also extend the exercise period of such options to the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for in this Section 2deductions, $50,000.

Payments and Benefits. A. Camden will pay Executive an amount equal to $1,200,000, less applicable withholding and deductions, payable in a lump sum payment no later than five business days of the Termination Date (a) On the Effective Date"Separation Payment"). B. Notwithstanding the terms of applicable Restricted Share Bonus Agreements ("Share Bonus Agreements"), the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation effective as of the Termination Date. The Company , 4,249 common shares of beneficial interest of CPT ("Shares") shall also make a prorated bonus payment vest and become nonforfeitable and all other unvested Shares previously granted to Executive shall be returned to CPT and forfeited without remuneration by Camden. C. Executive shall retain his rights to repurchase Shares (and the rights to repurchase issued to Executive in exchange therefor) that are vested as of the Termination Date, issued pursuant to the Employee Amended and Restated Master Exchange Agreement dated November 28, 2007 ("Master Exchange Agreement"), which rights to repurchase shall be subject to the terms and provisions of approximately $55,000the Master Exchange Agreement. Notwithstanding the terms of the applicable Share Bonus Agreements, based on 100% successful completion of specific objectives Restricted Share Awards ("Award Agreements"), Restricted Share Agreements ("Share Agreements") and EBAIT performance the Master Exchange Agreement and any prior Master Exchange Agreements (or similar agreements), all Shares (and any rights to budgetrepurchase issued to Executive in exchange therefor) issued by CPT to Executive under any such agreements, based on actual YTD results unvested as of July 13the Termination Date, 2004shall lapse and be forfeited on the Termination Date, except as set forth in Section II.B above. Bonus payout will Executive shall be made within entitled to exercise any vested options or rights to repurchase received by him under the Amended and Restated Camden Property Trust Key Employee Share Option Plan (30"KEYSOP") thirty days and shall be entitled to his vested benefits under the Camden Property Trust Non-qualified Deferred Compensation Plan ("NDCP"), in accordance with the terms and provisions of the KEYSOP or NDCP, as applicable, and of the related documents, in each case in effect as of the Termination Date. D. Executive shall have the right to exercise each incentive share option and non-qualified share option granted to Executive pursuant to the Camden Property Trust Amended and Restated 1993 Share Incentive Plan, the Camden Property Trust 2002 Share Incentive Plan or the 2011 Share Incentive Plan (bcollectively, the "Share Incentive Plans") During that is vested as of the Termination Date ("Vested Options"), in accordance with the respective terms of such plans. Executive may exercise such right at any time or from time to time during the period commencing on the Termination Date date hereof and ending on the earlier of date that is ninety (i90) days from the first anniversary Termination Date. Any Vested Option that is not exercised prior to the 90th day from the Termination Date shall lapse and be forfeited on such date. All incentive share options and non-qualified share options granted pursuant to the Share Incentive Plans unvested as of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect lapse and be forfeited on the Termination Date. E. Executive represents, provided however acknowledges and agrees that the amount Exhibit B includes a complete and correct list of salary payments all vested rights to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Grouprepurchase, LLC receives more than $10,000 of incomevested options, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage and/or vested benefits under the Company’s Executive Supplement Plan) that it then provides KEYSOP, NDCP and the Share Incentive Plans to similarly situated active employees of the Company during the Continuation Period. This Company-paid coverage which he is conditioned on neither the Employee, not waiving his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) vested rights pursuant to this Agreement. F. As provided under the Company’s Executive Supplement Planapplicable award documents, and if any of them waive such coverageexcept as set forth in Section II.B above, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend , Executive forfeits any and all portions of any award, that are unvested as of the exercise period of such options Termination Date, which were made to Executive by Camden under or pursuant to any retirement, pension, profit sharing, long-term incentive, equity or similar plan, including but not limited to the end of business on CPT Executive Deferral Plan, the date Share Incentive Plans, the KEYSOP, the NDCP, the Rabbi Trust and all performance and/or FFO award programs (90) ninety days following the expiration "Performance Bonus Awards"). G. As of the Continuation Period. All applicable withholdings will be made for Resignation Date, the payments provided for Employment Agreement is terminated and of no further force or effective and neither Executive nor Camden shall any obligations thereunder, except as set forth in this Section 2IV.B below.

Payments and Benefits. If the Executive ceases to be employed by the Company for any reason (aincluding the delivery of a written resignation to the Company by the Executive or his authorized representative on the Executive's or his estate's behalf) On at any time during the Effective Date12 month period commencing on the date on which a Change in Control (as defined in Section 2 below) occurs, then (i) the Company shall pay the Special Termination Payment (as defined in Section 3 below) to the Executive (or his estate) within ten days after said termination, (ii) all awards granted pursuant to The Wackenhut Corporation Employee Long-Term Incentive Stock Plan and any other unvested stock options or other interests the Executive holds in the Company's stock or the stock of a subsidiary of the Company shall become fully vested, all restrictions on restricted stock units shall lapse, and all performance targets with respect to performance units or shares will be deemed to have been met as of the date the Executive's employment is terminated, (iii) the Company shall transfer all of its interest in any automobile used by the Executive pursuant to The Wackenhut Corporation Executive Automobile Policy (the "Executive Automobile Policy") and shall pay the balance of any outstanding loans or leases on such automobile (whether such obligations are those of the Executive or the Company) so that the Executive owns the automobile outright (in the event such automobile is leased, the Company shall pay the residual cost of such lease), (iv) the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as Executive, within ten days after said termination, an amount equal to the Deferred Compensation Payoff Amount defined below in full satisfaction of the Termination Date. The Company's obligations under that certain Amended and Restated Senior Officer Retirement/Deferred Compensation Agreement between the Company shall also make a prorated bonus payment to and the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer Executive (the “Continuation Period”"Deferred Compensation Agreement"), (v) the Company shall continue to pay provide the Employee Executive (and if applicable, his base salary beneficiaries) with the Executive Benefits (as described in Section 4), at no cost to the rate Executive in no less than the same amount and, on the same terms and conditions as in effect on the Termination Date, provided however that date on which the amount Change of salary payments to be made to you shall be reduced dollar Control occurs for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during a period of 3 years after the Continuation Period. Such base salary will be paid in accordance date of termination of the Executive's employment with the Company’s normal payroll practice. The term “employer” shall include , regardless of the cost to the Company, or, alternatively, if the Executive (or his estate) elects at any person or entity from whom time in a written notice delivered to the Employee or Veritas Consulting GroupCompany to waive any particular Executive Benefits, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense make a cash payment to provide the same group medical and dental coverage (except for coverage under Executive within ten days after receipt of such election in an amount equal to the present value of the Company’s 's cost of providing such Executive Supplement Plan) that it then provides to similarly situated active employees of Benefits from the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend the exercise period date of such options election to the end of business on the date (90) ninety days following foregoing 3-year period, and such present value shall be determined by reference to the expiration Company's then-current cost levels and a discount rate equal to 120 percent of the Continuation Period. All short-term applicable withholdings will be made for the payments Federal rate provided for in this Section 21274(d) of the Internal Revenue Code (the "Code") for the month in which the Change in Control occurs; and (vi) the Company shall pay to the Executive, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Executive pursuant to the Company's Vacation Policy dated August 1, 1997, Number HR 350 (the "Vacation Policy") if the Executive had remained xxxxxyed by the Company through the "Anniversary Date" (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Executive's Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Executive was entitled to have taken immediately prior to the Executive's termination, which was not in fact taken by the Executive; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Executive by the Company during such vacation time had the vacation time in fact been taken by the Executive immediately prior to the Executive's termination.

Payments and Benefits. (a) On the Effective DateA. Camden will pay Executive an amount equal to $862,622.50, the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as of the Termination Date. The Company shall also make less applicable withholding and deductions, payable in a prorated bonus lump sum payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty five business days of the Termination Date. B. Camden will continue Executive’s coverage under those certain health and welfare benefits listed on Exhibit B attached hereto, at Camden’s expense, from the Termination Date until the earlier of (a) the date Executive obtains employment with another person or entity, or (b) During June 30, 2010. C. Camden will pay Executive a COBRA equivalent of $18,840.00, less applicable withholding and deductions, which is equal to 12 months of COBRA premiums plus an additional estimated amount intended to approximate applicable tax withholding in a lump sum payment within five business days of the Termination Date. Executive understands that he will be responsible for timely and properly electing COBRA continuation coverage and paying all COBRA premiums for the COBRA continuation period which will commence on the earlier of (a) the date Executive obtains employment with another company, or (b) July 1, 2010. D. Notwithstanding the terms of applicable Restricted Share Bonus Agreements (“Share Bonus Agreements”), effective as of the Termination Date, 4,960 common shares of beneficial interest of CPT (“Shares”) shall vest and become nonforfeitable and 2,480 Shares shall be returned to CPT and forfeited without remuneration by Camden. E. Executive shall retain his rights to repurchase Shares (and the rights to repurchase issued to Executive in exchange therefor) that are vested as of the Termination Date, issued pursuant to the Amended and Restated Master Exchange Agreement dated November 28, 2007 (“Master Exchange Agreement”), which rights to repurchase shall be subject to the terms and provisions of the Master Exchange Agreement. Notwithstanding the terms of the applicable Share Bonus Agreements, Restricted Share Awards (“Award Agreements”), Restricted Share Agreements (“Share Agreements”) and the Master Exchange Agreement and any prior Master Exchange Agreements (or similar agreements), all Shares (and any rights to repurchase issued to Executive in exchange therefor) issued by CPT to Executive under any such agreements, unvested as of the Termination Date, shall lapse and be forfeited on the Termination Date, except as set forth in Section II.D above. Executive shall be entitled to exercise any vested options or rights to repurchase received by him under the Amended and Restated Camden Property Trust Key Employee Share Option Plan (“KEYSOP”) and shall be entitled to his vested benefits under the Camden Property Trust Non-qualified Deferred Compensation Plan (“NDCP”), in accordance with the terms and provisions of the KEYSOP or NDCP, as applicable, and of the related documents, in each case in effect as of the Termination Date. F. Executive shall have the right to exercise each incentive share option and non-qualified share option granted to Executive pursuant to the Camden Property Trust Amended and Restated 1993 Share Incentive Plan (“1993 Share Incentive Plan”) or the Camden Property Trust 2002 Share Incentive Plan (“2002 Share Incentive Plan”) that is vested as of the Termination Date (“Vested Options”), in accordance with the respective terms of such plans. Executive may exercise such right at any time or from time to time during the period commencing on the Termination Date date hereof and ending on the earlier of date that is ninety (i90) days from the first anniversary Termination Date. Any Vested Option that is not exercised prior to the 90th day from the Termination Date shall lapse and be forfeited on such date. All incentive share options and non-qualified share options granted pursuant to the 1993 Share Incentive Plan or 2002 Share Incentive Plan unvested as of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect lapse and be forfeited on the Termination Date. G. Executive represents, provided however acknowledges and agrees that the amount Exhibit C includes a complete and correct list of salary payments all vested rights to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Grouprepurchase, LLC receives more than $10,000 of incomevested options, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage and/or vested benefits under the Company’s Executive Supplement Plan) that it then provides KEYSOP, NDCP, 1993 Share Incentive Plan and 2002 Share Incentive Plan to similarly situated active employees which he is not waiving his vested rights pursuant to this Agreement. H. As provided under applicable award documents, except as set forth in Section II.D above, as of the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Termination Date Executive Supplement Plan, forfeits any and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. The Employee shall promptly notify the Company upon his commencement all portions of any subsequent employment. (c) The Company shall amend the Employee’s outstanding stock options to accelerate the exercisability of all non-vested options so award, that the Employee will have 88,800 stock options vested and exercisable are unvested as of the Termination Date. The Company will also extend the exercise period of such options , which were made to Executive by Camden under or pursuant to any retirement, pension, profit sharing, long-term incentive, equity or similar plan, including but not limited to the end of business on CPT Executive Deferral Plan, the date 1993 Share Incentive Plan, the 2002 Share Incentive Plan, the KEYSOP, the NDCP, the Rabbi Trust and all FFO Growth Performance Bonus Awards (90) ninety days following the expiration “FFO Bonus Awards”). I. As of the Continuation Period. All applicable withholdings will be made for Termination Date, CPT and CDI shall have no obligations to Executive arising out of the payments provided for in this Section 2Employment Agreement.

Payments and Benefits. (a) On the Effective Date, the Company shall pay to the Employee his accrued but unpaid base salary as well as any Regular wages and benefits earned unused vacation as of the Termination Date. The Company shall also make a prorated bonus payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on through the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the CompanyEmployer’s normal payroll processes and subject to state reporting and tax withholding requirements as determined by Employer. You are entitled to no extra or extraordinary wages, other wages, commissions, vacation pay, sick pay, bonuses, benefits or other compensation. Payment of all sums specified in this Agreement will constitute full payment of all amounts owed by Employer to you. In consideration of your release and waiver and other agreements as set forth in this Agreement, Employer also agrees to pay to you or provide you with the following: a. Employer shall pay/grant you a 2022 bonus award (“2022 Award”) of One Million, Three Hundred Sixty-Five Thousand Dollars and Zero Cents ($1,365,000), less all tax deductions and withholdings required by federal and state law as determined by Employer. This 2022 Award was calculated pro rata for the period January 1, 2022 through July 15, 2022, and determined in accordance with normal business practice, adjusted up or down taking into consideration firm, department, and individual performance. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense This 2022 Award will be subject to provide the same group medical and dental coverage (except for coverage mandatory deferral under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees terms of the Company during Employer’s current deferral scheme and will be delivered in the Continuation Periodform of restricted stock units in Xxxxx Xxxxxxxxx Group plc and mutual fund units. This Company-paid coverage payment is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning subject to receipt of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, your executed Supplemental Release and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of your continued employment with Employer through the Termination Date. The Company This amount will also extend the exercise period be paid irrespective of such options to the end of business on the date (90) ninety days whether you find other employment, following the Effective Date (defined below) of this Agreement. The cash portion of the 2022 Award will be paid by direct deposit to your bank account and the deferred portion added to your deferred account, as soon as administratively possible after expiration of the Continuation Period7-day period described in the attached Supplemental Release at paragraph 7. All applicable withholdings The payment of this amount is contingent on you having complied with this Agreement. b. Upon providing the Employer with verification of you and your dependents enrollment in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Employer will establish a COBRA subsidy to directly pay the monthly cost on your behalf for up to 12 months following your Termination Date, provided such payments are permitted by law. In the event that you are no longer covered by COBRA during the 12 months following your Termination Date, the Employer will terminate any remaining subsidy payments. You are responsible for any payment of taxes, interest and/or penalty resulting from this subsidy. c. Employer will make available to you six (6) months of outplacement assistance through Xxx Xxxxx Xxxxxxxx. In order to receive these services, you must initiate use of the services within thirty (30) calendar days of your Termination Date. More information on this service will be made provided upon request. Separation Agreement – Xxxxxxx Xxxx You acknowledge that the foregoing payments and benefits, set forth in the subparagraph(s) above are more than you might otherwise have received had you not signed this Agreement. You acknowledge and agree that these payments and benefits constitute adequate legal consideration for the payments provided for promises and representations made by you in this Section 2Agreement.

Payments and Benefits. If the Executive ceases to be employed by the Company for any reason (aincluding the delivery of a written resignation to the Company by the Executive or her authorized representative on the Executive's or her estate's behalf) On at any time during the Effective Date12 month period commencing on the date on which a Change in Control (as defined in Section 2 below) occurs, then (i) the Company shall pay the Special Termination Payment (as defined in Section 3 below) to the Executive (or her estate) within ten days after said termination, (ii) all awards granted pursuant to The Wackenhut Corporation Employee Long-Term Incentive Stock Plan and any other unvested stock options or other interests the Executive holds in the Company's stock or the stock of a subsidiary of the Company shall become fully vested, all restrictions on restricted stock units shall lapse, and all performance targets with respect to performance units or shares will be deemed to have been met as of the date the Executive's employment is terminated, (iii) the Company shall transfer all of its interest in any automobile used by the Executive pursuant to The Wackenhut Corporation Executive Automobile Policy (the "Executive Automobile Policy") and shall pay the balance of any outstanding loans or leases on such automobile (whether such obligations are those of the Executive or the Company) so that the Executive owns the automobile outright (in the event such automobile is leased, the Company shall pay the residual cost of such lease), (iv) the Company shall pay to the Employee his accrued but unpaid base salary as well as any earned unused vacation as Executive, within ten days after said termination, an amount equal to the Deferred Compensation Payoff Amount defined below in full satisfaction of the Termination Date. The Company's obligations under that certain Amended and Restated Senior Officer Retirement/Deferred Compensation Agreement between the Company shall also make a prorated bonus payment to and the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer Executive (the “Continuation Period”"Deferred Compensation Agreement"), (v) the Company shall continue to pay provide the Employee his base salary Executive (and if applicable, her beneficiaries) with the Executive Benefits (as described in Section 4), at no cost to the rate Executive in no less than the same amount and, on the same terms and conditions as in effect on the Termination Date, provided however that date on which the amount Change of salary payments to be made to you shall be reduced dollar Control occurs for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during a period of 3 years after the Continuation Period. Such base salary will be paid in accordance date of termination of the Executive's employment with the Company’s normal payroll practice. The term “employer” shall include , regardless of the cost to the Company, or, alternatively, if the Executive (or her estate) elects at any person or entity from whom time in a written notice delivered to the Employee or Veritas Consulting GroupCompany to waive any particular Executive Benefits, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense make a cash payment to provide the same group medical and dental coverage (except for coverage under Executive within ten days after receipt of such election in an amount equal to the present value of the Company’s 's cost of providing such Executive Supplement Plan) that it then provides to similarly situated active employees of Benefits from the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend the exercise period date of such options election to the end of business on the date (90) ninety days following foregoing 3-year period, and such present value shall be determined by reference to the expiration Company's then-current cost levels and a discount rate equal to 120 percent of the Continuation Period. All short-term applicable withholdings will be made for the payments Federal rate provided for in this Section 21274(d) of the Internal Revenue Code (the "Code") for the month in which the Change in Control occurs; and (vi) the Company shall pay to the Executive, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Executive pursuant to the Company's Vacation Policy dated August 1, 1997, Number HR 350 (the "Vacation Policy") if the Executive had remained xxxxxyed by the Company through the "Anniversary Date" (as defined in the Vacation Policy) immediately following her termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Executive's Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Executive was entitled to have taken immediately prior to the Executive's termination, which was not in fact taken by the Executive; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Executive by the Company during such vacation time had the vacation time in fact been taken by the Executive immediately prior to the Executive's termination.

Payments and Benefits. (a) On This Agreement terminates your employment relationship with the Effective DateCompany and releases any claims you might have against the Company arising from that relationship. In return for your release of claims, the Company shall pay agrees to provide you with payments and benefits to which you otherwise would not be entitled. Accordingly, you and the Company (the “parties”) agree as follows: a. Whether you sign this Agreement or not, the following will apply: • The Company will provide you with a 60-day paid non-working notice period through July 15, 2024 (“Notice Period”). • You will receive payment for any unused Paid Time Off (“PTO”) benefits that are accrued pursuant to Company policy as of the end of your Notice Period, such payments to be calculated based upon your final base rate of pay. Accordingly, you will receive payment for 103.68 hours of PTO. • You will receive any vested benefits (defined benefit and defined contribution, qualified and non-qualified), and/or deferred compensation benefits in accordance with the terms and conditions of the applicable plan documents, program documents and/or administrative guidelines governing those benefits, as they may be amended or terminated from time to time. • Your annual equity awards (such as Restricted Stock Awards, Restricted Stock Unit Awards, Stock Option Awards, Stock Appreciation Rights, LTIPs or other incentive awards or bonuses, etc.) will vest and be distributed or exercisable only in accordance with the terms of applicable plan documents, as they may be amended from time to time, together with any award agreements that you may have received thereunder. • You will be reimbursed pursuant to the Employee his accrued Senior Management Committee Executive Programs for any financial planning and tax preparation expenses properly incurred under the applicable program policy prior to the end of your Notice Period but unpaid not yet reimbursed as of the end of your Notice Period. • You can elect the period of continued health benefits coverage to which you are entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). • Your benefits, including but not limited to health and welfare benefits (medical, dental and vision), critical illness coverage, accident insurance coverage, flexible spending accounts, long term disability benefits, short term disability benefits and accrual of PTO and service time will cease as of either the end of your Notice Period, if you do not sign and return this Agreement within the time period indicated, or your Termination Date if you do sign and return this Agreement within the time period indicated. If you wish to convert to an individual life insurance policy, verify your current coverage by either checking your benefits record in the Benefits Portal on One or contacting the HR Service Center (Tel. 000-000-0000, Fax: 000-000-0000, email: XXXxxxxxxXxxxxx@xxx.xxx, Mon.-Fri. 9:00 a.m. - 6:00 p.m. ET). Once you have this information, contact Group Protection at 000- 000-0000 for a quote. Your critical illness and/or accident insurance coverages, if any, are portable. For more information, contact Group Protection at 000-000-0000. b. In exchange for your release of claims and your other promises as set forth in this Agreement, the Company agrees to provide you: Payment of your current base salary as well as from May 15, 2024 until the Termination Date (“Advisory Period”). During the Advisory Period you will remain available to the Company upon request during normal business hours to assist with the Wealth Management transition. You will continue to participate in any earned unused vacation as of Company benefits plans in which you are currently enrolled until the Termination Date. The Company shall also make a prorated bonus payment You will not continue to accrue paid time off (“PTO”) during the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004Advisory Period. Bonus payout will be made within You must remain an employee in good standing (30not suspended or otherwise disciplined for reported misconduct) thirty days of until the Termination Date. . If you commence new employment prior to December 31, 2024, (b1) During the period commencing date you commence new employment will become your Termination Date; (2) you will stop receiving your base salary on the Termination Date and ending date you commence new employment; (3) you will cease participation in any Company benefits plans in which you are currently enrolled on the earlier date you commence new employment; (4) you will receive a pro-rated Annual Incentive Program (“AIP”) payment for performance year 2024, payable in March 2025; and (5) you will remain eligible to receive the severance pay and layoff benefits described in this Section 2.b. You must notify the EVP, People, Culture and Communications in writing at least two weeks prior to commencing new employment or consulting services during the Advisory Period. For the avoidance of doubt, the prior two sentences do not apply to any consulting or board services that you provide to third parties during the Advisory Period provided that (i1) any such services are not provided to a member of the Company’s Compensation Peer Group as defined in the Company’s 2024 proxy and (2) the first anniversary of Company, in its sole discretion, determines that any consulting or board services you render will not interfere with your obligations to the Termination Date or Company during the Advisory Period. Seventy-Eight (ii78) the Employee’s commencement of full-time employment with a subsequent employer weeks (the “Continuation Severance Period”) of severance pay as defined under The Severance Plan for Officers of Lincoln National Corporation (the “Plan”) paid bi- weekly, less taxes and withholdings (the “Severance Payments”), in full satisfaction of the Company’s obligation to you under the terms of the Plan and/or any other plan or program paying severance or severance-type benefits, as they may be amended, modified or revoked from time to time (collectively, “LNC Severance Plans”). Pursuant to the terms of the Plan, because you are a key employee who is covered under the Lincoln National Executives’ Severance Benefit Plan (the “Change of Control Plan”), the Company shall continue commencement of your severance pay will be delayed six (6) months from your Termination Date in compliance with Section 409A of the Internal Revenue Code of 1986, as amended. If prior to pay the Employee his base salary at last day of the rate in effect on Severance Period, you commence employment with or the Termination Dateprovision of services (including, provided however that the amount of salary payments but not limited to, as an independent contractor or consultant) to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during entity, you agree to promptly notify the Continuation PeriodCompany’s EVP and Chief People, Culture and Communications Officer in writing. Such base salary For the avoidance of doubt, any such employment or provision of services shall not adversely affect your continued receipt of Severance Payments under the LNC Severance Plans. A one-time cash lump-sum payment of $32,760.00, less taxes and withholdings, representing the severance stipend under The Severance Plan for Officers of Lincoln National Corporation. The severance stipend will be paid in accordance with the Company’s normal payroll practiceterms of The Severance Plan for Officers of Lincoln National Corporation. The term “employer” shall include Pursuant to the terms of the Plan, because you are a key employee who is covered under the Change of Control Plan, the payment of your severance stipend will be delayed six (6) months from your Termination Date in compliance with Section 409A of the Internal Revenue Code of 1986, as amended. You will be reimbursed pursuant to the Senior Management Committee Executive Programs for any person or entity from whom financial planning and tax preparation expenses properly incurred under the Employee or Veritas Consulting Group, LLC receives more than $10,000 applicable program policy prior to your Termination Date but not yet reimbursed as of income, during your Termination Date. An AIP bonus for the Continuation Period2024 program year (calculated based upon your 2024 annual earnings as defined under the 2024 Lincoln National Corporation Annual Incentive Program Document) to be paid in March 2025 if you are eligible and in accordance with the applicable Incentive Compensation Plan and the terms and limitations in the applicable AIP documents. The Company shall also continue at its expense to provide AIP is only payable following approval by the same group medical and dental coverage (except for coverage under Compensation Committee of the Company’s Executive Supplement Plan) that it then provides Board of Directors. As described above, if you commence new employment prior to similarly situated active employees of the Company during the Continuation PeriodDecember 31, 2024, you will receive a pro-rated AIP bonus. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) If you have made a valid election under the Company’s Executive Supplement PlanDC SERP to defer a portion of your 2024 AIP, your deferral election will be honored and if such portion of any of them waive such coverage, not revoking such waiver within AIP payout will be deferred under the election period DC SERP at the same time and in the same manner as for other DC SERP participants. • Outplacement services and career transition assistance provided by a service provider selected by the Company for electing coverage. The Employee shall promptly notify Company, with an aggregate cost of up to $30,000, which services may commence immediately after the Company upon his commencement of any subsequent employment. (c) The Company shall amend the Employee’s outstanding stock options to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested Effective Date and exercisable as of the Termination Date. The Company will also extend the exercise period of such options to the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for in this Section 2.must commence no later than three

Payments and Benefits. Contingent upon your (ai) On the Effective Datetimely signing and not revoking this Retirement Agreement, (ii) concurrent delivery of a valid general release of all claims against the Company shall pay in the form specified in the Employment Agreement (as modified to reflect the Employee his accrued but unpaid base salary terms of this Retirement Agreement and attached hereto as well Exhibit A (the “General Release”)) and (iii) continued compliance with the restrictive covenants set forth in Sections 9 and 10 of the Employment Agreement, you will be eligible to receive the payments and benefits described below: a Attached hereto as any earned unused vacation Exhibit B is a schedule of all outstanding employee stock options previously granted to you by the Company as of the Termination Datedate hereof (“Stock Options”). The Company shall also make a prorated bonus payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date. (b) During the period commencing on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company Stock Options shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to vest and be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid exercisable in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees terms of the Company during 2007 Plan and/or the Continuation Periodoption agreement or other award documentation governing such Stock Options. This Company-paid coverage Mr. Xxxx Xxxxxx b Attached as Exhibit B is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning a schedule of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, all outstanding restricted stock and if any of them waive such coverage, not revoking such waiver within the election period provided restricted stock unit awards previously granted to you by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination date hereof (the “Stock Awards”). Notwithstanding any provision of the Employment Agreement or any stock plan or agreement evidencing a Stock Award, the Stock Awards specified as “Accelerated” in the Stock Awards table (the “Accelerated Stock Awards”) represents the number of Stock Awards that shall become fully vested as of the Retirement Date and the Company shall deliver the shares specified as “To be Released” in the Stock Awards table to you in accordance with the terms of the 2007 Plan and/or the restricted stock award agreement or other award documentation governing such Stock Awards. c Attached hereto as Exhibit C is the Endorsement Split Dollar Life Insurance Agreement (“Life Insurance Agreement”), dated October 1, 2012. This Life Insurance Agreement memorializes the agreement between you and the Company regarding the continuation of that certain split-dollar life insurance policy (policy number 56411736) dated July 1, 2008 (the “Policy”) (and each party’s rights and obligations with respect to the Policy) in connection with and following your retirement. d You will be entitled to reimbursement for any unreimbursed business expenses properly incurred by you in accordance with Company policy on or prior to your Retirement Date, to be paid within thirty (30) days of your Retirement Date. The Company will also extend the exercise period of such options to the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings e You will be made entitled to a cash payment of $44,699.55 as payment for your accrued but unused paid time off, to be paid within thirty (30) days of your Retirement Date. Effective November 1, 2012, you and your eligible dependents will be eligible for continued health benefits in accordance with the payments provided for in this Section 2Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

Payments and Benefits. (a) On From the Effective DateSeparation Date until March 4, 2011 (the Company shall “Severance Period”), Golfsmith will continue to pay to the Employee his accrued but unpaid your base salary as well as any earned unused vacation in effect as of the Termination Separation Date (“Severance Pay”), which amounts to an aggregate total of four hundred fourteen thousand ($414,000), less deductions required by law, in consideration for the promises, covenants, agreements, and releases set forth herein. The Severance Pay described in this paragraph shall be paid to Employee at Golfsmith’s regular pay periods during the Severance Period by continuing the direct deposit in effect as of the Separation Date. The Company In the event that you become employed by and receive income from another company or entity after March 4, 2010 but during the Severance Period, you shall also make a prorated bonus payment to promptly notify Golfsmith in writing, and the Employee Severance Payments described in this paragraph shall be offset by the total amount of approximately $55,000any monies you earn during the Severance Period as an employee of another company or entity, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days regardless of the Termination Dateamount or type of monies earned; provided further, that if the total amount of any moneys earned or received as an employee of another company or entity is the equivalent of your aggregate total Severance Pay or greater during the Severance Period, Golfsmith’s obligation to pay the Severance Pay shall cease . (b) During For a period of up to 24 months following your Separation Date or until you and your dependants are eligible to be covered and actually become covered under another substantially equivalent medical insurance plan for health and dental coverage by a subsequent employer, whichever is sooner, Golfsmith will fund you and your dependants’ continued health insurance benefits pursuant to the period commencing on the Termination Date and ending on the earlier of (i) Company plan for the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer six months and then by matching your COBRA continuation coverage payments (the “Insurance Continuation Payments”) commensurate with the elections you selected prior to the Separation Date during the Severance Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however you elect COBRA coverage when requested. In the event that the amount of salary payments to be made to you shall be reduced dollar for dollar become employed by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and obtain health and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees of the Company with another company during the Continuation Severance Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. The Employee you shall promptly notify the Company upon his commencement of any subsequent employmentGolfsmith in writing. (c) The Company shall amend the Employee’s All of your outstanding stock options to accelerate acquire Golfsmith’s common stock that were granted under the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable 2002 Incentive Stock Plan shall continue to vest in accordance with their current vesting schedules as of the Termination Date. The Company will also extend Separation Date and your rights under the exercise period 2002 Incentive Stock Plan remain in effect and are not altered because of such options to your severance of employment with Golfsmith, your acceptance of employment with another company or the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for terms otherwise in this Section 2Agreement.

Payments and Benefits. You shall be entitled to the following payments and benefits, subject, in each case, to applicable statutory deductions and withholdings. Your right to receive and retain these payments and benefits shall be subject to your material compliance with the terms of this Letter Agreement (including, but not limited to, Section 6 hereof). (a) On In respect of your services performed for the Effective portion of the Company's 1999 fiscal year that you were actually employed prior to the Termination Date, the Company you shall pay be entitled to the Employee his accrued but unpaid a bonus equal to 50% of your base salary paid during such period, such bonus to be paid as well soon as any earned unused vacation as of practicable after the Termination Date. The Company shall also make a prorated bonus payment to the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of the Termination Date.2 (b) During You shall be entitled to a cash payment in the amount of $75,000 per month, payable monthly during the Consulting Period. This payment is consideration for your agreement to render consulting services, and therefore if, after requested by the Company, you fail to perform such consulting services, no portion of this amount will be paid. (c) You shall be entitled to a cash payment equal to $2,700,000, also payable at the end of the Consulting Period, but irrespective of whether you actually perform the consulting services requested of you. (d) You shall be entitled to full vesting of any unvested stock options (including the "Conditional Options", as defined in the Employment Agreement) at the end of the Consulting Period (irrespective of whether you actually perform the consulting services requested of you), and the ability to exercise all of your outstanding options until the end of the three-year period commencing on following the expiration of the Consulting Period (or, if earlier, until the expiration of the outside term of each such option). You will retain the right to have your "Conditional Options" converted into stock appreciation rights pursuant to Section 3(d) of the Employment Agreement, and if such conversion in fact occurs, the stock appreciation rights will be treated as stock options for purposes of the preceding sentence. (e) You shall be entitled to continued medical coverage for you and your family from the Termination Date until your 65th birthday at levels and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the Employee’s commencement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to be made to you shall be reduced dollar for dollar by any salary basis (including any deferred portion thereofcost-sharing) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense substantially comparable to provide the same group medical and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides those applicable to similarly situated active employees of the Company or its affiliates; provided, however, that the Company shall not be obligated to provide such coverage during the Continuation Period. This Company-paid periods that comparable medical coverage is conditioned on neither available to you or any family member by reason of your employment or employment of any family member. You will cooperate with the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within Company in facilitating the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive most cost-effective means to secure such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of the Termination Date. The Company will also extend the exercise period of such options to the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for in this Section 2.

Payments and Benefits. (a) On In exchange for the Effective DateEmployee’s entering into this Agreement, including the General Release and Waiver contained herein and subject to Sections 10 and 11 herein, the Company shall pay make the following payments to the Employee and provide the Employee with benefits as set forth below (these payments and benefits collectively the “Termination Payments”): (i) continuation of Executive’s annual Base Salary of $300,000 for a period of six (6) months following such termination date, (the “Severance Continuation Period”), provided that such Severance Continuation Period will be extended for an additional six (6) months (“Additional Severance Continuation Period”) if Executive has not secured employment within such initial six (6) month Severance Continuation Period; (ii) any additional benefits, if any, the Employee may be entitled to under the Pension Benefit Restoration Plan; (iii) medical benefits for the Employee and his accrued but unpaid base salary as well as eligible dependents comparable to those medical benefits Executive participated in on the Date of Termination during the Severance Continuation Period, provided in any earned unused vacation as case such medical benefits shall cease if Executive becomes entitled to medical benefits from a new employer; (iv) a one time payment for reasonable attorneys’ fees incurred in negotiating this Separation Agreement not to exceed $3,000. The Employee will submit to the Company a copy of the Termination Date. The paid invoice from the Employee’s attorney and Company shall also make a prorated bonus payment will promptly process such reimbursement request; (v) Company releases Employee from repayment of any sum due under the Kraton Relocation Policy for Employees relocation to Houston; and (vi) Employee may retain any airline frequent flyer mileage earned during the Employee of approximately $55,000, based on 100% successful completion of specific objectives and EBAIT performance to budget, based on actual YTD results as of July 13, 2004. Bonus payout will be made within (30) thirty days of Employee’s employment with the Termination DateCompany. (b) During All payments and other benefits provided to the period commencing on Employee, including without limitation the Termination Payment and the Accrued Obligations shall be subject to, and reduced by, all applicable withholding or other taxes. The Termination Payment and Accrued Obligations shall not be taken into account as compensation and no service credit shall be given after the Date and ending on of Termination for purposes of determining the earlier of (i) benefits payable to the first anniversary of the Termination Date Employee or (ii) the Employee’s commencement family under any plan, program, agreement or arrangement of full-time employment with a subsequent employer (the “Continuation Period”), the Company shall continue to pay the Employee his base salary at the rate in effect on the Termination Date, provided however that the amount of salary payments to be made to you shall be reduced dollar for dollar by any salary (including any deferred portion thereof) you receive or earn from any other employer during the Continuation Period. Such base salary will be paid in accordance with the Company’s normal payroll practice. The term “employer” shall include any person or entity from whom the Employee or Veritas Consulting Group, LLC receives more than $10,000 of income, during the Continuation Period. The Company shall also continue at its expense to provide the same group medical and dental coverage (except for coverage under the Company’s Executive Supplement Plan) that it then provides to similarly situated active employees of the Company during the Continuation Period. This Company-paid coverage is conditioned on neither the Employee, his spouse, nor his dependents electing COBRA continuation coverage (“continuation coverage” within the meaning of Section 602 of the Employee Retirement Income Security Act of 1974, as amended) under the Company’s Executive Supplement Plan, and if any of them waive such coverage, not revoking such waiver within the election period provided by the Company for electing coverage. 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 to accelerate the exercisability of all non-vested options so that the Employee will have 88,800 stock options vested and exercisable as of acknowledges that, except for the Termination Date. The Company will also extend Payment and the exercise period Accrued Obligations, he is not entitled to any other payment from the Company, including, without limitation, any payment in the nature of such options to severance, termination, or bonus pay (accrued or otherwise) from the end of business on the date (90) ninety days following the expiration of the Continuation Period. All applicable withholdings will be made for the payments provided for in this Section 2Company.