Common use of Payments and Other Consideration Clause in Contracts

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following the Termination Date and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of this Agreement, then the Company will make the following payments to Ashburn (the “Payments”): (i) An amount in cash equal to $400,000, payable in substantially equal installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary of the Termination Date; (ii) A lump sum cash payment equal to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn has or has had to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will reimburse Ashburn for his COBRA payments until the earlier of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following a. Employee is entitled to receive Employee’s base salary through the Termination Separation Date payable through Employer’s regularly scheduled bi-weekly payroll dates. b. Contingent on Employee signing and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of revoking this Agreement, then the Company will make Employee shall receive the following cash severance payments, less applicable withholdings and taxes, which Employee agrees are in full satisfaction of any and all payments owed to Ashburn (Employee under Section 6(a) of the “Payments”):Employment Agreement: (i) An i. an aggregate amount in cash equal to $400,0001,405,000, which corresponds to the aggregate amount, subject to rounding, of the following monthly payments (prorated for partial months) for the remainder of the Term (as defined in the Employment Agreement): (A) Employee’s base salary divided by 12, plus (B) Employee’s Average Annual Bonus (as defined in the Employment Agreement) for calendar years 2020 and 2021, divided by 12, plus (C) Employee’s (and his covered dependents’) monthly COBRA (as defined below) premium, payable in substantially five equal monthly installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on with the first regularly scheduled payroll date following that is at least 45 days after the first anniversary of the Termination Separation Date; (; and ii) A . a lump sum cash payment amount, payable within 30 days following February 1, 2023, equal to $220,000a pro rata portion, payable subject to rounding, of the Annual Bonus (as defined in the Employment Agreement) for 2022 based on the first payroll date following actual per share dividends paid by the sixtieth (60th) day following the Termination Date;Company on its common stock with respect to calendar year 2022, which is expected to equal $1,950,000. (iii) $7,921c. Except as provided in this Agreement, in full satisfaction of Employee shall not be entitled to receive from Carlyle any rights Ashburn has further base salary, bonuses or has had other payments or amounts. Carlyle shall reimburse Employee for any unreimbursed documented business expenses incurred prior to the grant Separation Date in accordance with the Carlyle expense reimbursement policy. Employee specifically acknowledges and agrees that the payments and benefits described herein are adequate consideration for the execution and performance of this Agreement by Employee. All amounts due and payable under this Agreement are gross payments, and such gross amounts will be reduced by amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes and deductions. Employee hereby authorizes Carlyle to withhold funds for taxes due under the Federal Insurance Contributions Act (“FICA”) from Employee’s final bi-weekly payroll amount or severance payment in connection with the restricted stock units (“RSUs”) of The Carlyle Group Inc. (the “Company”) that will vest under the terms of this Agreement and the Award Agreements (as further described in Section 5 hereto). Employee agrees that with regard to federal, state and local income taxes that accrue on each upcoming vesting date of RSUs and performance-based restricted stock units made to him on February 28, 2012, payable on (“PSUs”) of the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage Company that will vest under the Company’s medical plan pursuant terms of this Agreement and the Award Agreements, Employee automatically will participate in the sell-to-cover or other tax payment process offered to Part 6 then current Carlyle employees. Employee acknowledges and agrees that any future vesting of Subtitle B of Title I RSUs and PSUs may be subject to federal, state and local income tax withholding and that the RSU and PSU income and the applicable taxes withheld will be reported on a Form W-2 for the year in which any such vesting occurs. d. Employee will continue to be eligible for health insurance and other applicable employee benefits through the Separation Date. As of the Separation Date, Employee Retirement Income Security shall not be eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of Carlyle or otherwise be entitled to any perquisite or fringe benefit, except: (i) that Employee will be entitled to elect insurance coverage following the Separation Date to the extent permitted under the Consolidated Omnibus Budget Reconciliation Act of 19741986, as amended (“COBRA”); (ii) Employee will retain Employee’s interest in the Carlyle 401(k) plan that has become vested as of the Separation Date; and (iii) as otherwise specifically set forth in this Agreement. e. Employee will cooperate with Carlyle at Xxxxxxx’x expense to return Xxxxxxx’x laptop computer and any other Carlyle equipment or property in Employee’s possession to Employer as soon as practicable following the Separation Date, or at such later date determined by Carlyle in order to facilitate Employee’s performance of services as a Senior Advisor. For the Company avoidance of doubt, Employee will be permitted to retain his personal computer, telephone (including mobile phone) and phone number, which Carlyle acknowledges are his own. Except as otherwise determined by Carlyle, in order to facilitate Employee’s performance of services as a Senior Advisor, Employee will cease to have access to Xxxxxxx’x computer network, voicemail, email, file network, VPN access, and instant messaging as of the Separation Date and will relinquish Employee’s office security pass on the Separation Date, provided that Employee shall be entitled to retain access to Xxxxxxx’x email and voicemail through the later of the end of the Transition Period and September 15, 2022. For at least 60 days following the end of such email/voicemail access, Carlyle shall permit Employee to set up a customary email/voicemail message to direct correspondence to his personal account or phone. f. Notwithstanding anything herein to the contrary, following the Separation Date, Employee (i) shall be entitled to retain all business cards and names and contact information retained in Employee’s rolodex or Outlook and (ii) shall be entitled to remove from Xxxxxxx’x premises (and, Carlyle shall reasonably assist Employee in gathering and removing) any personal documents (including, without limitation, any documents relating to Employee’s financial interests in Carlyle, including any funds, investment vehicles and accounts whose investments are or were managed by Carlyle, tax information, agreements or other contracts to which Employee is a party or a beneficiary, and information relating to employee benefit plans and entitlements) that is on Carlyle property (including electronically); provided that all documents covered by clause (ii) shall remain subject to all covenants and agreements for the benefit of Carlyle regarding confidentiality applicable thereto and under which Employee has any obligation. x. Xxxxxxx will reimburse Ashburn for his COBRA payments until Employee for, or pay directly, (i) Employee’s reasonable and documented legal fees and costs incurred in connection with the earlier review, drafting and negotiation of this Agreement and other compensation arrangements and any ancillary documentation up to a maximum amount of $125,000, (xii) his eligibility for any such coverage Employee’s reasonable and documented public relations, media and communication services fees and costs incurred in connection with Employee’s separation from employment up to a maximum amount of $75,000, and (iii) Employee’s reasonable and documented costs incurred through the Separation Date in the Part 135 Certification of Employee’s personal aircraft and crew. Reimbursements under another employer’s or any other medical plan or (ythis Section 2(g) the date are subject to Employee providing documentation that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation reasonably satisfactory to provide continuation coverage pursuant to COBRACarlyle.

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following In accordance with the Termination Date and does not revoke it during terms of the revocation period described in Section 10 hereof (the date on which such revocation period expiresExecutive Severance Agreement, the “Release Effective Date”) and (b) continues subject to comply with the terms and conditions thereof (including, without limitation, Executive’s compliance with Sections 3 and 6 hereof), Executive is entitled to receive: (a) all Accrued Obligations (as such term is defined in the Executive Severance Agreement); (b) a lump sum cash amount equal to the Pro Rata Bonus (as such term is defined in the Executive Severance Agreement), payable at the later of this Agreement, then (i) within 30 calendar days after a determination of the actual bonus is made by the Compensation Committee of the Board of Directors of the Company will make the following payments to Ashburn (the “PaymentsCommittee”):) or other appropriate body, as provided in the Company’s Annual Incentive Plan or comparable arrangement for the year in which the termination occurs, but not later than March 15, 2013, or (ii) the “Six Month Deferral Date” (as such term is defined in the Executive Severance Agreement); (ic) An an aggregate cash amount in cash equal to $400,0001,085,400 in respect of severance pay equal to Executive’s current monthly Base Salary (as such term is defined in the Executive Severance Agreement) plus Executive’s current Target Bonus (as such term is defined in the Executive Severance Agreement) for 18 months from the Termination Date, with such aggregate amount divided into equal monthly portions and payable in substantially equal installments pursuant to accordance with the Company’s standard regular pay periods practices; provided that any severance payment installments will be suspended for the period prior to the Six Month Deferral Date and practices, commencing paid in arrears on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary of the Termination Six Month Deferral Date; (iid) A lump sum cash payment equal to $220,000in respect of the Welfare Benefit Continuation (as such term is defined in the Executive Severance Agreement), payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn has or has had provided Executive elects coverage pursuant to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Consolidated Omnibus Budget Reconciliation Act of 1974, as amended 1985 (“COBRA”), the Company will pay or reimburse Ashburn Executive for his COBRA payments such premiums (each as in effect on the Termination Date) until the earlier of (xi) his eligibility for any such coverage under another employer’s or any other medical plan or the 18-month anniversary of the Termination Date and (yii) the date that is twelve Executive has commenced new employment and has thereby become eligible for health benefits from another employer; and (12e) months the provision of professional outplacement services in accordance with the Executive Severance Agreement for up to one year following the Termination Date, in each case paid or provided as set forth in, and subject to the terms and conditions of, the Executive Severance Agreement (together, the “Severance Benefits”), but subject in all events to Section 16 hereof. The Company Severance Payments will make be in complete satisfaction of any such reimbursement within thirty and all compensation, severance or other benefits otherwise due to Executive upon termination of employment (30) days following receipt of evidence from Ashburn of the payment of the COBRA premiumincluding, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; providedwithout limitation, however, that any amounts due during otherwise payable under the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive Severance Agreement).

Payments and Other Consideration. If Ashburn Xxxxx (a) executes this Agreement within 53 calendar days following the Termination Date and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of this Agreement, then the Company will make the following payments to Ashburn Xxxxx (the “Payments”): (i) An amount in cash equal to $400,000, payable in substantially equal installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary of the Termination Date; (ii) A lump sum cash payment equal to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn Xxxxx has or has had to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn Xxxxx elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will reimburse Ashburn Xxxxx for his COBRA payments until the earlier of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn Xxxxx of the payment of the COBRA premium, which evidence shall be provided by Ashburn Xxxxx within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn Xxxxx agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.

Payments and Other Consideration. If Ashburn (a) Executive executes this Agreement within 53 calendar days following the Termination Date and does not revoke it this Retirement Agreement during the revocation period described in Section 10 19 hereof, and if Executive re-signs this Retirement Agreement on, or within twenty-one (21) days following, the Retirement Date and does not revoke this Retirement Agreement during the second revocation period described in Section 19 hereof (i.e., running from the date on which such revocation period expires, re-signing date) (the “Release Effective DateSecond Revocation Period”) ), Executive will be entitled to the following retention payments and (b) continues benefits, subject to comply compliance by Executive with the terms and conditions of this Retirement Agreement, then including without limitation, the terms and conditions set forth in Sections 1(a), 5 and 6 hereof, as well as all Company policies and other agreements binding on Executive, including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to Executive in accordance with its terms), the Incentive Plan (as hereinafter defined) and the stock options and restricted stock awards granted under the Incentive Plan. Executive acknowledges and agrees that, under the terms of this Retirement Agreement, he is receiving consideration beyond that which he would otherwise be entitled and which, but for the mutual covenants set forth in this Retirement Agreement, the Company will make would not otherwise be obligated to provide. It is expressly acknowledged and agreed that if Executive revokes this Retirement Agreement during either of the following revocation periods described in Section 19 hereof, all provisions of this Retirement Agreement shall be null and void ab initio, and Executive shall not be entitled to any of the payments to Ashburn (the “Payments”):or other benefits provided in this Retirement Agreement: (ia) An amount in cash In the event that the Retirement Date occurs prior to August 29, 2015, Executive shall continue to be entitled to receive payments for the period from the Retirement Date through August 29, 2015 at a rate equal to his current base salary rate of $400,000428,645, payable in substantially equal installments pursuant to accordance with the Company’s standard pay periods and regular payroll practices, commencing . The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regularly scheduled regular payroll date following after the Release Effective Date Second Revocation Period. (b) The Company will pay Executive $360,000 promptly after the Second Revocation Period. (c) The Company will pay Executive $175,000 on each of the first and ending second anniversary dates of the Retirement Date. (d) If Executive timely elects under the provisions of COBRA to continue his group health plan coverage that is in effect on the first regularly scheduled payroll date following Retirement Date, and in the first anniversary of event that the Termination Date;Retirement Date occurs prior to August 29, 2015, such continuation coverage shall be at the Company’s expense for the period through August 29, 2015, provided that Executive continues to be eligible for COBRA coverage. (iie) A lump sum cash payment equal to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn Executive has or has had to the grant of performance-based been granted stock options and restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage awards under the Company’s medical plan pursuant 2005 Omnibus Incentive Plan (the “Incentive Plan”). Executive’s vested stock options will continue to Part 6 of Subtitle B of Title I be exercisable in accordance with the Incentive Plan until 30 days following the Retirement Date (subject to tolling for any period during which the Company’s trading window is closed); and all of the Employee Executive’s unvested stock options shall terminate as of the Retirement Income Security Act Date. All of 1974the Executive’s unvested restricted stock shall terminate as of the Retirement Date, provided that if the Retirement Date occurs prior to March 29, 2015, the vesting of 1,124 restricted shares which would have occurred on March 29, 2015 shall be accelerated to the Retirement Date. (f) Executive will have no right to receive any annual incentive bonus in respect of the Company’s fiscal year 2015. (g) In the event there is a Change in Control (as amended defined in the Incentive Plan) after the Retirement Date and prior to the time that all payments under paragraphs (“COBRA”a), the Company will reimburse Ashburn for his COBRA (b) and (c) above have been made, any remaining payments until the earlier of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premiumaccelerated and made immediately prior to the Change in Control; provided, however, that any amounts due during the 60-day period following the Termination Date shall such payments will not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees accelerated upon a Change in Control that the period of coverage does not constitute a permissible payment event under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRASection 409A (as hereinafter defined).

Payments and Other Consideration. If Ashburn Subject to the terms of this Agreement, Hospira will provide you with: (a) executes a “Severance Payment” equaling up to two (2) years of your current, as of the date of your last day of employment, base salary (less applicable taxes and withholdings), paid to you in equal monthly installments over the course of 24 months, effective from the date you sign this Agreement within 53 calendar days following Agreement, provided that you will forfeit such payment if you fail to execute this Agreement, and the Termination Date and payment does not revoke it during commence, within 60 days after your last day of employment. Severance payments will terminate upon the revocation period described earlier of: (i) your commencement of new employment in Section 10 hereof any capacity; or (ii) two years from the date on which such revocation period expires, the “Release Effective Date”) and you sign this Agreement; (b) continues a lump sum payment equivalent to comply with the terms and conditions of this Agreement, then the Company will make the following payments to Ashburn (the “Payments”): (i) An amount in cash equal to $400,000, payable in substantially equal installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary 130% of the Termination Date; cost of 52‑weeks of COBRA (ii) A lump sum cash payment equal to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn has or has had to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment as defined in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under 4980B of the Company’s medical plan pursuant to Part 6 Internal Revenue Code of Subtitle B of Title I 1986, as amended, and Sections 601‑609 of the Employee Retirement Income Security Act of 1974, as amended amended) continuation coverage premiums in lieu of any continued medical, dental, vision, and other welfare benefits offered by Hospira; and such period of COBRA continuation coverage will be included as part of the period during which you may elect continued group health coverage under COBRA; (“COBRA”)c) outplacement services, the Company will reimburse Ashburn selected by Hospira and at its expense, for his COBRA payments a period beginning on your last date of employment and continuing until the earlier to occur of: (i) your acceptance of (x) his eligibility for any such coverage under another employer’s or any other medical plan employment; or (yii) 12 months after the date you sign this Agreement. The outplacement service provider will be instructed to xxxx Hospira directly for these services; (d) Your equity grants are subject to the terms of the Hospira 2004 Long-Term Stock Incentive Plan, as amended, the agreements under which they were granted, and the administrative rules and procedures regarding such equity grants. Under those terms, any stock options that is twelve (12) are not vested as of your last day of employment will expire as of that date and be forfeited. Options that are vested as of your last day of employment are exercisable for three months following the Termination Datesuch date, when they will lapse. The Company Xxxxxx understands that he will make any such reimbursement within thirty forfeit all performance share units and performance-based restricted stock unit grants. (30e) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty Bonus Payment: Xxxxxx is not entitled to a 2013 or 2014 Hospira Performance Incentive Plan (30PIP) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid or Hospira Incentive Plan (HIP) payment. (f) Sign on the first regularly scheduled payroll date after such 60-day period. Ashburn Bonus and Relocation Reimbursement: Hospira agrees that the period of coverage under such plan shall count against such plan’s obligation it will not seek to provide continuation coverage pursuant recover amounts paid to COBRAXxxxxx as a sign-on bonus or relocation expense.

Payments and Other Consideration. If Ashburn (a) Executive executes this Agreement within 53 calendar days following the Termination Date and does not revoke it this Separation Agreement during the revocation period described in Section 10 19 hereof and if Executive re-signs this Separation Agreement on or within twenty-one (21) days following the Separation Date and does not revoke this Separation Agreement during the revocation period described in Section 19 hereof (the date on which such revocation period expires“Second Revocation Period”), Executive will be entitled to the “Release Effective Date”) following payments and (b) continues benefits, subject to comply compliance by Executive with the terms and conditions of this Separation Agreement, then including without limitation, the terms and conditions set forth in Sections 5 and 6 hereof, as well as all Company policies and other agreements binding on Executive, including the Company’s Executive Incentive Compensation Recoupment Policy (which shall remain applicable to Executive in accordance with its terms), the Incentive Plan (as hereinafter defined) and the stock options and restricted stock awards granted under the Incentive Plan. Executive acknowledges and agrees that under the terms of this Separation Agreement, she is receiving consideration beyond that which she would otherwise be entitled and which, but for the mutual covenants set forth in this Separation Agreement, the Company would not otherwise be obligated to provide. It is expressly acknowledged and agreed that if Executive revokes this Separation Agreement during either of the revocation periods described in Section 19 hereof, all provisions of this Separation Agreement shall be null and void ab initio and Executive shall not be entitled to any of the payments or other benefits provided in this Separation Agreement: (a) During the three years beginning on the day after the Separation Date, the Company will make the following payments to Ashburn pay Executive a total of $1,060,460.00, in seventy-eight (the “Payments”): (i78) An amount equal biweekly installments in cash equal to $400,000, payable in substantially equal installments pursuant to accordance with the Company’s standard pay periods and normal payroll practices, commencing . The first of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regularly scheduled regular payroll date following after the Release Effective Date and ending Second Revocation Period. (b) During the three years beginning on the day after the Separation Date, the Company will pay Executive a special payment of $500,000.00 as recognition of Executive’s long-standing tenure and contribution. This special payment shall be made in seventy-eight (78) equal biweekly installments in accordance with the Company’s normal payroll practices. The first regularly scheduled of these payments (which will include any installments that otherwise would have been made prior to the end of the Second Revocation Period) shall be made on the Company’s first regular payroll date following after the first anniversary Second Revocation Period. (c) The Company will pay Executive 50% of the Termination Date;full annual incentive bonus, if any, that Executive would have received in respect of the Company’s fiscal year 2014 based upon the Company’s actual performance, to be determined and paid on the same basis and at the same time as for other executives of the Company. (iid) A lump sum cash payment equal If Executive timely elects under the provisions of COBRA to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, continue her group health plan coverage that was in full satisfaction of any rights Ashburn has or has had to the grant of performance-based restricted stock units made to him on February 28, 2012, payable effect on the date on which of this Separation Agreement, Executive will receive continuation of such coverage at the first payment in Section 2(i) is made; andCompany’s expense for a period of 18 months from the Separation Date, provided that Executive continues to be eligible for COBRA coverage. (ive) If Ashburn elects continuation coverage Executive has been granted stock options and restricted stock awards under the Company’s medical plan pursuant 2005 Omnibus Incentive Plan (the “Incentive Plan”). Attached as Schedule A to Part 6 this Separation Agreement is a summary of Subtitle B of Title I Executive’s outstanding stock options and restricted stock awards. All unvested stock options shall be accelerated as of the Employee Retirement Income Security Act end of 1974the Second Revocation Period and all vested stock options will be exercisable in accordance with the Incentive Plan for a period of 30 days following the Separation Date (subject to tolling for any period during which the trading window is closed). Such restricted stock (“Restricted Stock”) will continue to vest as provided in Schedule A. Any stock options that are vested and exercisable as of the Separation Date and any stock options accelerated as of the end of the Second Revocation Period may not be exercised prior to the Company’s first open trading window following the Separation Date. (f) During the three years beginning on the day after the Separation Date, Executive will have the right to continue using the vehicle leased by the Company for use by Executive and the Company shall continue to (i) make the monthly lease payments under the automobile lease for the benefit of Executive and (ii) pay for or reimburse, as amended applicable, the automobile insurance, fuel and repairs and maintenance on such vehicle, to the extent and subject to the terms and conditions in effect immediately prior to Executive’s termination of employment; provided that Executive shall continue to be bound by and shall observe all agreements and conditions relating to the use of such vehicle as in effect immediately prior to her termination of employment; provided further that any payments for or reimbursements of any lease payments, automobile insurance, fuel and repairs and maintenance incurred with respect to such vehicle in 2014 will be made no later than March 15, 2015. At the end of the aforesaid three-year period, Executive may purchase the vehicle from the Company at the vehicle’s then current “blue book” value. (“COBRA”)g) Within thirty days after the Second Revocation Period, the Company will reimburse Ashburn for his COBRA payments until the earlier pay Executive $120,000 on account of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAanticipated relocation expenses.

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following In accordance with the Termination Date and does not revoke it during terms of the revocation period described in Section 10 hereof (the date on which such revocation period expiresExecutive Severance Agreement, the “Release Effective Date”) and (b) continues subject to comply with the terms and conditions thereof (including, without limitation, Executive’s compliance with Sections 3 and 6 hereof), Executive is entitled to receive: (a) all Accrued Obligations (as such term is defined in the Executive Severance Agreement); (b) a lump sum cash amount equal to the Pro Rata Bonus (as such term is defined in the Executive Severance Agreement), payable at the later of this Agreement, then (i) within 30 calendar days after a determination of the actual bonus is made by the Compensation Committee of the Board of Directors of the Company will make the following payments to Ashburn (the “PaymentsCommittee”):) or other appropriate body, as provided in the Company’s Annual Incentive Plan or comparable arrangement for the year in which the termination occurs, but not later than March 15, 2013, and (ii) the “Six Month Deferral Date” (as such term is defined in the Executive Severance Agreement); (ic) An an aggregate cash amount in cash equal to $400,0003 million in respect of severance pay equal to Executive’s current monthly Base Salary (as such term is defined in the Executive Severance Agreement) plus Executive’s current Target Bonus (as such term is defined in the Executive Severance Agreement) for 24 months from the Termination Date, with such aggregate amount divided into equal monthly portions and payable in substantially equal installments pursuant to accordance with the Company’s standard regular pay periods practices; provided that any severance payment installments will be suspended for the period prior to the Six Month Deferral Date and practices, commencing paid in arrears on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary of the Termination Six Month Deferral Date; (iid) A lump sum cash payment equal to $220,000in respect of the Welfare Benefit Continuation (as such term is defined in the Executive Severance Agreement), payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn has or has had provided Executive elects coverage pursuant to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Consolidated Omnibus Budget Reconciliation Act of 1974, as amended 1985 (“COBRA”), the Company will pay or reimburse Ashburn Executive for his COBRA payments such premiums (each as in effect on the Termination Date) until the earlier of (xi) his eligibility for any such coverage under another employer’s or any other medical plan or the 24-month anniversary of the Termination Date and (yii) the date that is twelve Executive has commenced new employment and has thereby become eligible for health benefits from another employer; (12e) months the provision of professional outplacement services in accordance with the Executive Severance Agreement for up to one year following the Termination Date. The Company will make ; (f) notwithstanding anything to the contrary in any such reimbursement within thirty (30) days following receipt applicable equity plan or award agreement, each equity award that is held by Executive and outstanding as of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall will otherwise continue to vest in accordance with its terms through the date of the termination of the Consulting Agreement (the “Consulting End Date”); (g) notwithstanding anything to the contrary in any applicable equity plan or award agreement, each option to acquire shares of the Company’s common stock that is held by Executive and vested and outstanding as of the Termination Date will remain outstanding and exercisable for 90 days following the Consulting End Date (but in no event later than the date of expiration of the original term of such option); and (h) notwithstanding anything to the contrary in any applicable equity plan or award agreement, any outstanding performance share units granted to Executive by the Company, the performance periods for which have not been completed as of the Consulting End Date, will vest and be payable to Executive in accordance with the terms thereof, except that such awards will only vest on a pro rata basis (determined by dividing (i) the number of years in the applicable performance period that elapsed through the end of the year in which the Consulting End Date occurs by (ii) the total number of years in the applicable performance period), subject to the achievement of the applicable pro rata performance goals (determined in the case of each applicable performance goal by dividing (A) the actual achievement with respect to the performance goal through the end of the year in which the Consulting End Date occurs by (B) the applicable performance target(s) in respect of the entire original performance period), in each case (other than Sections 1(f), (g) and (h) hereof) paid during such 60-day period or provided as set forth in, and subject to the terms and conditions of, the Executive Severance Agreement (together, the “Severance Benefits”), but instead shall subject in all events to Section 16 hereof. The Severance Payments will be paid on in complete satisfaction of any and all compensation, severance or other benefits otherwise due to Executive upon termination of employment (including, without limitation, any amounts otherwise payable under the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive Severance Agreement).