Common use of Payments to Employee Clause in Contracts

Payments to Employee. The Company agrees to provide to Employee, and Employee has expressly agreed to accept the following, in full settlement and release and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee set forth in this agreement: 2.1. Employee will receive, if he has not already received it, his current base salary, less state and federal taxes and other required withholding, through the Separation Date, in accordance with the Company’s regular payroll practices. 2.2. Employee shall be entitled to payment for any accrued but unused vacation time earned up to and including the Separation Date (the Parties acknowledge and agree that the Employee has 19.8 days of accrued but unused vacation time amounting to $24,996.86, less applicable withholdings, for which he will be paid) in accordance with the Company’s policies for such payments. 2.3. If Employee is covered under a medical, dental and/or vision benefits plan sponsored by the Company on the Separation Date, Employee has the option to continue his coverage under COBRA. Information regarding Employee’s rights under COBRA will be provided to him in accordance with the Company’s regular practices and procedures. If Employee wishes to continue medical, dental and/or vision coverage, he will be responsible for the costs of COBRA continuation after the Separation Date. Employee must complete and sign the COBRA election form to initiate COBRA coverage. All other benefits provided through the Company will cease on the Separation Date. 2.4. Employee will receive assignments of overriding royalty interests in accordance with the terms of the Employment Agreement, as set forth in Exhibit B hereto. 2.5. The Company shall grant to Employee the sum of 273,907 restricted stock units (“RSUs”) of the Company, which such RSUs shall vest as set forth in the RSU Agreement (the “RSU Grant”). 2.6. Employee hereby acknowledges and agrees that Employee would not be entitled to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, upon the termination of Employee’s employment with Company on the Separation Date in the absence of this Agreement. Employee represents and agrees that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the value of the RSUs occurs on the Effective Date (as defined in Section 5.2 below) and on each Vesting Date (as defined in the RSU Agreement). Employee further agrees to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date by (a) paying to the Company cash or other good and marketable funds (in the form of a cashier’s or certified check, wire transfer or other funds as approved in the sole discretion of the Company); (b) instructing the Company to withhold from other funds currently due to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his obligations pursuant to this Section 2.7. 2.8. The RSA Agreements shall be cancelled and all of the Restricted Shares shall be forfeited on the date hereof.

Payments to Employee. The Company Harsco agrees to provide to Employeepay Employee all salary earned and accrued through the Effective Date, and Employee has expressly agreed to accept the following, in full settlement and release and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee set forth in this agreement: 2.1. Employee will receive, if he has not already received it, his current base salary, less state and federal taxes and other required withholding, through the Separation Date, in accordance with the Company’s regular payroll practices. 2.2. Employee shall be entitled to payment for any accrued but unused vacation time earned up vacation. In addition, in consideration of Employee's execution of this Agreement and the Full and Final General Release referred to in Section 9 hereof, Harsco shall (a) pay Employee seventeen (17) monthly consecutive payments of $31,200 per payment commencing August 31, 2000 and including ending December 31, 2001; (b) reimburse Employee for the Separation Date cost of all COBRA premiums for continuation of group health insurance for Employee and Employee's qualified dependents (the Parties acknowledge and agree provided that the Employee has 19.8 days of accrued but unused vacation time amounting to $24,996.86, less applicable withholdings, for which he will be paid) in accordance with the Company’s policies for such payments. 2.3. If Employee is covered under a medical, dental and/or vision benefits plan sponsored by the Company on the Separation Date, Employee has the option elects to continue his such coverage) for a period of eighteen (18) months from the date hereof or until Employee secures health insurance coverage under COBRA. Information regarding Employee’s rights under COBRA will be provided from another employer, whichever is the first to him occur; (c) make Employee eligible to participate in accordance with the Company’s regular practices and procedures. If Employee wishes to continue medical, dental and/or vision coverage, he will be responsible Harsco Executive Incentive Compensation Plan for the costs of COBRA continuation after the Separation Date. Employee must complete and sign the COBRA election form to initiate COBRA coverage. All other benefits provided through the Company will cease on the Separation Date. 2.4. Employee will receive assignments of overriding royalty interests full period ending December 31, 2000, in accordance with the terms of the Employment Agreement, as set forth in Exhibit B hereto. 2.5. The Company shall grant to Employee the sum of 273,907 restricted stock units (“RSUs”) of the Company, which such RSUs shall vest as set forth in the RSU Agreement (the “RSU Grant”). 2.6. Employee hereby acknowledges and agrees that Employee would not be entitled to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, Plan based upon the termination same level of Employee’s employment goal attainment that is applied to all other Harsco Corporate officers with Company on the Separation Date in the absence of this Agreement. Employee represents and agrees any such incentive compensation that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the value of the RSUs occurs on the Effective Date (as defined in Section 5.2 below) and on each Vesting Date (as defined in the RSU Agreement). Employee further agrees to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date by (a) paying to the Company cash or other good and marketable funds (in the form of a cashier’s or certified check, wire transfer or other funds as approved in may be awarded at the sole discretion of Harsco's Board of Directors payable to Employee at the Company)same time as other participating employees; and (bd) instructing provide Employee out-placement assistance for an indefinite period, provided that the Company total cost to withhold Harsco shall not exceed $35,000. All amounts payable under this Section will be subject to any 2 applicable local, state and federal tax withholding obligations. Employee agrees to indemnify and hold Harsco harmless from other funds currently due liability for tax payments, required tax withholdings, penalties, additions to tax and/or interest which may result from payments made under this Agreement and that Harsco shall not be required to pay any further sums to Employee for any reason as part of this settlement even if the tax liabilities and consequences to Employee are ultimately assessed in a fashion not presently anticipated by Employee. In the event of Employee's death, any unpaid portion of the payments contained in this Section, excluding out-placement assistance, shall be payable to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his obligations 's estate pursuant to the terms contained in this Section 2.7Section. 2.8. The RSA Agreements shall be cancelled and all of the Restricted Shares shall be forfeited on the date hereof.

Payments to Employee. The Company agrees (a) FLIMCO shall pay to provide Employee “Severance Pay” and an “Additional Separation Payment” subject to Employee’s satisfying all of the following conditions: (i) the Company’s timely receipt of this Agreement executed by Employee and Employee’s not exercising his right of revocation (as described below) of this Agreement; (ii) the expiration of the seven (7)-day period within which Employee may revoke the Release (the “Revocation Period”) and Employee’s not timely revoking the Release; and in the case of the Additional Separation Payment, and Employee has expressly agreed to accept the following, in full settlement and release and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee condition set forth in this agreement: 2.1Section 1(e). Employee will receiveSeverance Pay means: (x) an amount equal to Employee’s annual base salary of $497,474.88 for a period of eighteen (18) months, if he has not already received itamounting to an aggregate total of $746,212.32, his current base salary, less state and federal taxes and other required withholding, through after the Separation Date, which shall be paid in periodic installments in accordance with the CompanyFLIMCO’s regular normal payroll practices. 2.2. Employee shall be entitled to payment for any accrued but unused vacation time earned up to and including practices in effect as of the Separation Date commencing on the first payroll cycle which is at least ten (10) business days after the Parties acknowledge 45th day after the Separation Date; (y) the unpaid portion of the discretionary bonus awarded to Employee for 2017, in the gross amount of $80,107.00, which shall be paid at the time provided for the payment of such portion of the 2017 bonus when it was awarded; and agree that (z) the continuation of coverage under all employee benefit insurance plans in which Employee has 19.8 days was a participant as of accrued but unused vacation time amounting to $24,996.86, less applicable withholdings, for which he will be paid) in accordance with the Company’s policies for such payments. 2.3. If Employee is covered under a medical, dental and/or vision benefits plan sponsored by the Company on the Separation Date, Employee has to the option to continue his extent such post-employment coverage under COBRA. Information regarding Employeeis authorized by such plans, at FLIMCO’s rights under COBRA will be provided to him in accordance with the Company’s regular practices and procedures. If Employee wishes to continue medical, dental and/or vision coverage, he will be responsible expense for the costs period of COBRA continuation eighteen (18) months after the Separation Date. , provided, however if post-employment coverage is not authorized under such health insurance plan, then FLIMCO will pay Employee must complete and sign the COBRA election form to initiate COBRA coverage. All other benefits provided through the Company will cease a lump sum of $13,572.72 on the first payroll cycle described above. Additional Separation Date. 2.4. Payment means a payment in the gross amount of $497,474.88, which Employee will would not otherwise be entitled to receive assignments of overriding royalty interests in accordance with the terms of under the Employment Agreement, as set forth with the Additional Separation Payment to be paid in Exhibit B hereto. 2.5. The Company shall grant to Employee the sum of 273,907 restricted stock units (“RSUs”) of the Company2019, which such RSUs shall vest as set forth in the RSU Agreement (the “RSU Grant”). 2.6. Employee hereby acknowledges and agrees that Employee would not be entitled to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, upon the termination of Employee’s employment with Company on the Separation Date in the absence of this Agreement. Employee represents and agrees that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the value of the RSUs occurs on the Effective Date (as defined in Section 5.2 below) and on each Vesting Date (as defined in the RSU Agreement). Employee further agrees to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date by (a) paying to the Company cash or other good and marketable funds (in the form of a cashier’s or certified checkMarch 15, wire transfer or other funds as approved in the sole discretion of the Company); (b) instructing the Company to withhold from other funds currently due to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his obligations pursuant to this Section 2.72019. 2.8. The RSA Agreements shall be cancelled and all of the Restricted Shares shall be forfeited on the date hereof.

Payments to Employee. The Company Employer agrees to provide pay to Employee, as severance pay, an amount equal to eighteen (18) months of his Annual Base Salary as defined by the Employment Agreement between Employer and Employee has expressly agreed to accept the followingdated July 1, in full settlement 1993, minus applicable taxes, deductions and release withholdings. Said sum represents severance pay and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee set forth in this agreement: 2.1. Employee will receive, if he has not already received it, his current base salary, less state and federal taxes and other required withholding, through the Separation Date, in accordance with the Company’s regular payroll practices. 2.2. Employee shall be entitled to payment for any accrued but unused vacation time earned up to and including the Separation Date (the Parties acknowledge and agree that the Employee has 19.8 days of accrued but unused vacation time amounting to $24,996.86, less applicable withholdings, for which he will be paid) paid in accordance with the Company’s policies for such payments. 2.3. If Employee is covered under a medical, dental and/or vision benefits plan sponsored by the Company substantially equal installments on regular bank paydays beginning on the Separation Date, Employee first regularly scheduled pay date following the expiration of the seven (7) day revocation period provided for in Paragraph 10 of this Agreement. Employer has the option right to continue his coverage under COBRApay Employee the severance payment in a lump sum amount after giving effect to a 1.5% discounted rate. Information regarding Employee’s rights under COBRA will be provided Employer also agrees to him in accordance with pay Employee a lump sum amount that is equal to twelve (12) monthly installments of the Company’s regular practices and procedures. If Employee wishes to continue medical, dental and/or vision coverage, he will be responsible for the costs of COBRA continuation after the Separation Date. Employee must complete and sign the COBRA election form to initiate COBRA coverage. All other benefits provided through the Company will cease on the Separation Date. 2.4. Employee will receive assignments of overriding royalty interests car lease payments in accordance with the terms of the Employment program between Employer and Employee immediately preceding any execution of this Agreement, as set forth in Exhibit B hereto. 2.5. The Company shall grant to Employee the said lump sum of 273,907 restricted stock units is due within thirty (“RSUs”30) days of the Companyexecution of this Agreement. In addition, which such RSUs shall vest as set forth Employer agrees to pay COBRA premiums for eighteen (18) months following the execution of this Agreement or until Employee secures health care coverage through other employment, whichever period is less. Payment of the severance pay, either in monthly installments or in a lump sum, and payment of the RSU Agreement (lump sum in connection with the “RSU Grant”). 2.6company car lease will be made without regard to whether Employee obtains other employment. Employee hereby acknowledges and agrees that Employee would not the benefits to be entitled provided to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, upon the termination of Employee’s employment with Company on the Separation Date in the absence of this Agreement. Employee represents and agrees that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the value of the RSUs occurs on the Effective Date (as defined in Section 5.2 below) and on each Vesting Date (as defined in the RSU Agreement). Employee further agrees to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date him by (a) paying to the Company cash or other good and marketable funds (in the form of a cashier’s or certified check, wire transfer or other funds as approved in the sole discretion of the Company); (b) instructing the Company to withhold from other funds currently due to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his obligations Employer pursuant to this Section 2.7. 2.8paragraph are, in significant and substantial part, in addition to those benefits to which he is already or would otherwise be entitled. The RSA Agreements shall be cancelled Employer will keep in full force and effect all of the Restricted Shares shall be forfeited insurance policies on the date hereoflife of Employee so long as permitted by law, or applicable rule or regulation and to the extent that no unreasonable administrative costs are associated with such maintenance. Unless required by law, rule or applicable regulation, if Employer desires to terminate or alter the beneficiary on any existing insurance policies, it will provide written notification to employee. Employer agrees that existing stock options granted by the Employer to the Employee will be honored in accordance with their terms.

Payments to Employee. The 3.1 During the Period of Employment, the Employee shall be paid for all services to be performed by Employee hereunder, a salary of not less than 262,824 Euro per annum during 2001 and 295,677 Euro per annum beginning in 2002, or such larger amount as may from time to time be fixed by the Board of Directors of the Company agrees to provide to Employee, and Employee has expressly agreed to accept the following, in full settlement and release and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee set forth in this agreement: 2.1. Employee will receiveor, if he has not already received itapplicable, his current base salaryby the Human Resources (or successor ) Committee of the Board, less state and federal taxes and other required withholding, through the Separation Date, payable in accordance with the Company’s regular payroll practicesnormal pay schedule for Dentsply Hanau, or other Affiliate where Employee may be working. 2.2. 3.2 During the Period of Employment, Employee shall be entitled to participate in all plans and other benefits made available by the Company generally to its German operations executive employees, provided that Employee will be paid a bonus amount by the Company so that Employee's total bonus in 2001 paid by DD and the Company is no less than 109,510 Euro. Any payments to be made to Employee under other provisions of this Section 3 shall not be diminished by any payments made or to be made to Employee or his designees pursuant to any such plan, nor shall any payments to be made to Employee or his designees pursuant to any such plan be diminished by any payment made or to be made to Employee under other provisions of this Section 3. 3.3 Upon termination of the Period of Employment for whatever reason, Employee shall be entitled to receive the compensation accrued and unpaid as of the date of his termination. If Employee at the time of termination is eligible to participate in any accrued but unused vacation time earned Company incentive or bonus plan then in effect, Employee shall be entitled to receive a pro-rata share of such incentive or bonus award based upon the number of days he is employed during the plan year up to the date of his termination. Such pro-rata amount shall be calculated in the usual way and including paid at the Separation Date usual time. D10 3.4 If the Period of Employment terminates upon the death of Employee, the Company shall continue payment of his then current salary for a period of 12 months from the date of death, together with his pro-rata share of any incentive or bonus payments due for the period prior to his death, to Employee's designated beneficiary or, if no beneficiary has been effectively designated, then to Employee's estate. 3.5 If the Period of Employment is terminated by the Employee under Section 2.3, or by the Company under Section 2.4, the Company shall continue to pay compensation and provide benefits to the employee as provided in this Section 3.5 for a period (the Parties acknowledge "Termination Period") beginning on the date of termination and agree ending on the earlier of: (i) the second annual anniversary of the date that the Company provided notice to the Employee has 19.8 days under Section 2.4; or (ii) the date on which the Employee would attain age 65, as follows: (a) Compensation shall be paid to the Employee at the rate of accrued salary being paid to Employee under Section 3.1 immediately before the date of notice of termination. (b) Bonus and incentive compensation shall be paid to the Employee in accordance with plans approved by the Board of Directors and similar to which the Employee participated at the date of notice of termination, using the same formula and calculations under any such plan as if termination had not occurred. The Employee shall not be entitled to receive any further grants of stock options under any stock option or similar such plan subsequent to the date of termination but unused vacation time amounting outstanding stock options shall continue to $24,996.86, less applicable withholdings, for which he will be paid) vest during the Termination Period in accordance with the Company’s policies for such paymentsapplicable stock option plan. 2.3. If (c) Employee is covered under a medical, dental and/or vision shall receive the benefits plan sponsored that would have been accrued by the Company on Employee during the Separation DateTermination Period from participation by the Employee under any pension, Employee has the option to continue his coverage under COBRA. Information regarding Employee’s rights under COBRA will be provided to him in accordance with the Company’s regular practices and procedures. If Employee wishes to continue medicalprofit sharing, dental and/or vision coverage, he will be responsible for the costs employee stock ownership plan ("ESOP") or similar retirement plan or plans of COBRA continuation after the Separation Date. Employee must complete and sign the COBRA election form to initiate COBRA coverage. All other benefits provided through the Company will cease on or any Affiliate in which the Separation Date. 2.4. Employee will receive assignments participated immediately before the date of overriding royalty interests notice of termination, in accordance with the terms of any such plan (or, if not available, in lieu thereof be compensated for such benefits), based on service the Employment AgreementEmployee would have had during the Termination Period and compensation (and, if applicable, bonus and incentive compensation)as determined under Section (a) (and, if applicable, Subsection (b) above); D10 (d) Employee shall receive continued coverage during the Termination Period under all employee disability, annuity, insurance or other employee welfare benefit plans, programs or arrangements of the Company or any Affiliate in which Employee participated immediately before the notice of termination, plus all improvements subsequent thereto (or, if not available, in lieu thereof be compensated for such coverage); and (e) In the event of the death of Employee during the Termination Period, the Company shall continue to make the payments under Subsections 3.5(a) for the period which is the lesser of the remainder of the Termination Period or twelve (12) months and shall pay any bonuses under Subsection 3.5 (b) on a pro-rata basis until the date of Employee's death, to Employee's designated beneficiary or, if no beneficiary has been effectively designated, then to Employee's estate. Except as set forth provided in Exhibit B heretoSection 3.6, payment of compensation under Subsection 3.5(a) above shall be made at the same time as payments of compensation under Section 3.1, and payments of other benefits under Subsection 3.5(b) and (c) shall be paid at the same time and to the same person as compensation or benefits would have been paid under the plan, program or arrangement to which they relate (after taking into account any election made by the Employee with respect to payments under such plan, program or arrangement and shall be pro-rated for any partial year through the date of expiration of the Termination Period). 2.5. The 3.6 If at any time after a Change of Control the Period of Employment is terminated by the Employee under Section 2.3, or the Company shall grant terminates or gives written notice of termination of the Period of Employment to the Employee (whether or not in accordance with Section 2.4), then in lieu of the sum periodic payment of 273,907 restricted stock units the amounts specified in Subsections 3.5(a), (“RSUs”b) of and (c) (except as may be otherwise prohibited by law or by said plans), the Company, which such RSUs shall vest as set forth in at the RSU Agreement (the “RSU Grant”). 2.6. Employee hereby acknowledges and agrees that Employee would not be entitled to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, upon the termination written election of Employee’s employment with Company on , shall pay to Employee within five (5) business days of such termination or notice of termination the Separation Date in the absence of this Agreement. Employee represents and agrees that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the present value of the RSUs occurs on the Effective Date amounts specified in Subsections 3.5(a), (as defined in Section 5.2 belowb) and (c), discounted at the greatest rate of interest then payable by Mellon Bank (or its successor) on each Vesting Date (as defined in any federally insured savings account into which Employee could deposit such amount and make immediate withdrawals therefrom without penalty, and shall provide for the RSU Agreementremainder of the Termination Period, if any, the benefit coverage required by Subsection 3.5(d). Employee further agrees shall not be required to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date by (a) paying to mitigate damages payable under this Section 3.6. D10 3.7 In no event will the Company cash be obligated to continue Employee's compensation and other benefits under the Agreement beyond Employee's sixty-fifth (65th) birthday or other good and marketable funds if Employee's employment is terminated because of gross negligence or significant willful misconduct (in the form e.g. conviction of a cashier’s misappropriation of corporate assets or certified check, wire transfer or other funds as approved in the sole discretion of the Companyserious criminal offense); (b) instructing the Company to withhold from other funds currently due to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his obligations pursuant to this Section 2.7. 2.8. The RSA Agreements shall be cancelled and all of the Restricted Shares shall be forfeited on the date hereof.

Payments to Employee. The Company agrees shall pay to provide to Employee, Employee all wages due and Employee has expressly agreed to accept the following, in full settlement and release and discharge of all possible claims, as further delineated in Section 3 below, and as consideration for the other covenants and agreements of Employee set forth in this agreement: 2.1. Employee will receive, if he has not already received it, his current base salary, less state and federal taxes and other required withholding, owing through the Separation Date, Date in accordance with the Company’s regular payroll practices. 2.2, less all authorized deductions and withholdings for applicable federal, state and local taxes and health insurance premiums. Employee shall be entitled to payment reimbursed for any accrued but unused vacation time earned up to and including business expenses incurred by him on behalf of the Company through the Separation Date (the Parties acknowledge which have not been previously paid, provided such expenses are incurred and agree that the Employee has 19.8 days of accrued but unused vacation time amounting to $24,996.86, less applicable withholdings, for which he will be paid) submitted in accordance with the Company’s policies for such paymentsexpense reimbursement policies. Notwithstanding the foregoing, Employee will continue to provide transition services to the Company through September 12th 2014, during which time, Employee will be compensated through the Company’s regularly scheduled payroll by drawing down his accrued paid time off of 124 hours. 2.3. If Employee is covered under a medical, dental and/or vision benefits plan sponsored by the Company on 3.1 Within thirty (30) days following the Separation Date, the Company shall pay to Employee has the option a lump sum cash severance payment equal to continue his $300,000, subject to all applicable payroll deductions. In addition, if Employee timely elects continuation coverage under COBRA. Information regarding Employee’s rights under COBRA will be provided to him in accordance with the Company’s regular practices and procedures. If group health plan pursuant to Code Section 4980B (“COBRA Coverage”) following the Separation, Employee wishes to continue medical, dental and/or vision coverage, he will be responsible entitled to such COBRA Coverage at active employee rates, as amended from time to time, for up to twelve (12) months following the costs of COBRA continuation after the Separation Date. Employee must complete and sign the COBRA election form to initiate COBRA coverageSeparation. All other benefits provided through the Company will benefits, including but not limited to health insurance, life insurance, disability insurance, etc., shall cease on effective as of the Separation Date. 2.4. 3.2 Employee will hereby waives the right to receive assignments of overriding royalty interests any bonus payments in accordance connection with Employee’s relationship with the terms of Company (except to the extent any such bonuses have already been paid) and any other severance payments or other benefits to which Employee may have been eligible under the Employment Agreement, Agreement except as set forth in Exhibit B heretoherein. 2.5. 3.3 The Company shall grant to and Employee acknowledge and agree that, except as expressly provided herein, the sum Employment Agreement is terminated effective as of 273,907 restricted stock units (“RSUs”) of the Company, which such RSUs shall vest as set forth in the RSU Agreement (the “RSU Grant”). 2.6. Employee hereby acknowledges and agrees that Employee would not be entitled to certain of the above payments and benefits provided for in this Agreement, including those provided for in paragraph 2.5 above, upon the termination of Employee’s employment with Company on the Separation Date in the absence of this Agreement. Employee represents and agrees that he has been (and is hereby) advised to and had the opportunity to thoroughly discuss all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is knowingly and voluntarily entering into this Agreement. 2.7. The RSU Agreement sets forth the Company’s and Employee’s obligations with regard to the payment of withholding taxes with respect to the RSUs. Employee understands that the RSUs are includible in Employee’s income, and that the Company’s obligation to withhold applicable withholding taxes with respect of the value of the RSUs occurs on the Effective Date (as defined in Section 5.2 below) and on each Vesting Date (as defined in the RSU Agreement). Employee further agrees to satisfy the entire tax withholding obligation on or before the Effective Date and each Vesting Date by (a) paying to the Company cash or other good and marketable funds (in the form of a cashier’s or certified check, wire transfer or other funds as approved in the sole discretion of the Company); (b) instructing the Company to withhold from other funds currently due to Employee; or (c) a combination of the above. Failure by Employee to comply with this obligation will be a breach of this Agreement, and the Company’s obligation to notify the transfer agent of the vesting of the RSUs is contingent upon Employee fulfilling his parties shall have no further rights or obligations pursuant to this Section 2.7thereunder. 2.8. The RSA Agreements shall be cancelled and all of the Restricted Shares shall be forfeited on the date hereof.