Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.

Qualifying Termination. If, during the Term, Executive incurs Upon a Qualifying Termination, then subject to the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and conditioned upon Executive’s timely execution and non-revocation has met the requirements of a general release of claims in a form prescribed by the Company Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”): (a) which becomes effective and irrevocable no later than sixty (60) days following The Company shall provide the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, as severance, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):benefits: (i) The Company shall continue to pay to Executive amounts equal to nine (9) months of the Executive’s then-current Base Salary (which, in the event of a resignation by Executive for disregarding any reduction that may have given rise to Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionReason) (the “Continued Salary Cash Severance”) during the period commencing ). The Severance will be paid in equal bi-weekly installments as a continuation on the Termination Date and ending on the last day Employer’s regular payroll for a period of the then-current Term nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Periodwill be subject to all applicable withholding and deductions; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company shall will pay to Executive a lump sum payment Executive’s COBRA group health insurance premiums (the “Lump Sum COBRA Severance”) equal for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) two the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (2) times the Average Compensation less “COBRA Payment Period”), (B) an amount equal to the Continued Salary Severanceexpiration of Executive’s eligibility for continuation coverage under COBRA, payable or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in a single lump sum cash payment on the First Payroll Dateconnection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, “Average Compensation” is the average of Company will make the sum of Executive’s actual first payment to the insurer under this clause (x) Base Salary (whichand, in the event case of a resignation by Executive for Good Reason due the Special Severance Payment, such payment will be to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3a lump sum) fiscal years ending immediately prior equal to the fiscal year aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs. For , the avoidance of doubtBoard determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, in no event shall Executive will receive a Bonus, as so determined by the sum Board and pro-rated based on the date of the Lump Sum Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance plus will be paid to the Continued Salary Severance exceed two (2) times Executive pursuant to the Average Compensationpayment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date Date”) and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial Officer and Chief Operating Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date Date”) and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, during the Term, you are no longer serving as the Chief Executive incurs Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current two hundred percent (200%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reductionon your “Qualifying Termination Date” (as defined below) (the “Continued Salary Cash Severance”) during with the period commencing first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and ending on with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such that the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive installment is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in second anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the “Options” (defined below), including any additional stock options and other equity compensation incentives granted to you during the Term (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (including without limitation the “Performance Options”, defined below) (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, during In the Term, Executive incurs event of a Qualifying Termination, then subject to you (i) continuing to comply with your obligations under your Employee Confidential Information and conditioned upon Executive’s timely execution Inventions Assignment Agreement and non-revocation of a (ii) delivering to the Company (and not revoking) an effective, general release of claims in a form prescribed by and manner acceptable to the Company (the “Release”) which becomes with such Release becoming effective (and irrevocable non-revocable) no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions your termination of Section 6 hereofemployment (collectively, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations“CIIAA/Release Requirements”): (i1) The Company shall continue With respect to pay to Executive amounts equal to Executive’s thenany Tranche for which the applicable 60-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately Day Price Milestone has not been met prior to your Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, such reduction) (the “Continued Salary Severance”) Tranche will vest if such 60-Day Price Milestone is met during the 12-month period commencing on the following your Qualifying Termination Date and ending on or, if earlier, by the last day of the then-current Term Performance Period (such measurement period, the “Severance Qualifying Termination Period”). The Company shall pay effective date of any such vesting will be the Continued Salary Severance in substantially equal installments later of the applicable Certification Date for such Tranche or the effective date of the Release (such effective date of vesting, the “Qualifying Termination Vesting Date”). In order to give effect to the intent of this Section 1(c)(iii)(1), if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and will not terminate until the following: (x) if such Tranche does not vest in accordance with this Section 1(c)(iii)(1), the Company’s customary payroll practices during last day of the Severance Qualifying Termination Period; providedor (y) if such Tranche does vest in accordance with this Section 1(c)(iii)(1), that no such payments shall be made prior to the date on which expiration of the Release becomes effective and irrevocable and, if term of the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two Option (as determined in accordance with Section 3 below). (2) calendar years, no Continued Salary Severance payments shall be made With respect to any Tranche for which the applicable 60-Day Price Milestone has been achieved prior to the beginning of the second (2nda Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year orabove, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (but in either case, the “First Payroll Date”)). applicable Earliest Vesting Date has not occurred, then (iii) The Company shall pay to Executive a lump sum payment (if you satisfy the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary SeveranceCIIAA/Release Requirements, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual such Tranche (x) Base Salary (which, in will vest as of the event effective date of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) Release and (y) Annual Bonuswill not terminate until the expiration of the term of the Option (as determined in accordance with Section 3 below); or (ii) if you do not satisfy the CIIAA/Release Requirements and your Continuous Service terminates upon such Qualifying Termination, in each case, for the three (3) fiscal years ending immediately prior such portion will terminate automatically upon such Qualifying Termination. In order to give effect to the fiscal year in which intent of this Section 1(c)(iii)(2), if this Section 1(c)(iii)(2) is applicable, then such portion will remain outstanding and will not terminate until the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum latest potential effective date of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationRelease.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date Date”) and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date Date”) and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Consumer Electronics of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, during the Term, Executive incurs Executive’s employment is terminated as a result of a Qualifying Termination, then Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to and conditioned upon Executive’s 's timely execution and delivery (and non-revocation revocation) of a general release and waiver of claims in a substantially the form prescribed by the Company set forth in Exhibit A (the “Release”) which (the period between the Qualifying Termination and the date that the Release becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereofeffective, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Release Execution Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments Executive shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke receive the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).following: (iia) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) 's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (which, in the event of a resignation by Executive “AIP”) for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For , which shall be paid within sixty (60) days following such termination; provided that, if the avoidance of doubtRelease Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in no event shall the sum January of the Lump Sum Severance plus second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Continued Salary Severance exceed two Consolidated Omnibus Budget Reconciliation Act of 1985 (2“COBRA”), the Company will reimburse Executive (and his dependents) times monthly for COBRA healthcare continuation premiums until the Average Compensationearlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.

Qualifying Termination. IfShould you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, during provided that you remain in compliance with your obligations under the Termterms of this agreement, Executive incurs including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one and one-half (1.5) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, then subject an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and conditioned upon Executive’s timely returned the Release described below within thirty days after the date of your Qualifying Termination, the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and non-revocation ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a general release of claims change in a form prescribed by payroll practice during the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereofSeparation Pay Period, the Company shall pay or provide may adjust the amounts of such installments as necessary to Executive ensure that the following (in addition total amount paid is equal to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (whichSeparation Payment, as defined above. Notwithstanding the foregoing, in the event of a resignation by Executive for Good Reason due to Qualifying Termination within one year following a material reduction Change in Executive’s Base SalaryControl, the Separation Payment shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on within ten (10) business days following the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average effective date of the sum Qualifying Termination, again provided that if the ten business day period would end in a later calendar year than the date of Executive’s actual (x) Base Salary (whichthe Qualifying Termination, in no part of the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, Separation Payment shall be paid during the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationearlier calendar year.

Qualifying Termination. If, during In the Term, Executive incurs event of a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company Executive shall pay or provide to Executive receive the following (in addition to the Accrued Obligations):benefits: (i) The Company Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall continue be determined and paid in accordance with the terms of the relevant plan as applicable to pay the Executive. (ii) Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive; provided, however, that such pro rata amount shall not be less than the pro rata amount determined using the greater of (A) the full year’s bonus to which Executive would have been entitled based on the Corporation’s performance for the year, or (B) the greater of the Executive’s target bonus (x) for such year under such plan or (y) for the year in which the Effective Date of this Agreement occurs based on the annual bonus plan as in effect and applicable to Executive amounts immediately prior to the Effective Date. (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to Executive’s then-current three hundred percent (300%) of the Annual Base Salary (whichrequired to be paid to Executive pursuant to Paragraph 3(a) above, in or if greater, the event rate of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Annual Base Salary as in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”))Termination. (iiiv) The Company shall pay to Executive Payment in a lump sum payment (on the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an Date of Termination of a bonus replacement amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average three hundred percent (300%) of the sum highest of Executive’s actual (x) Base Salary (which, in the event of a resignation by annual bonus paid or payable to the Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending preceding the year in which the Date of Termination occurs or, if greater, the greater of (A) Executive’s target bonus for year in which the Date of Termination occurs or (B) Executive’s target bonus for the year in which the Effective Date occurs under the terms of the annual bonus plan in effect immediately prior to the fiscal Effective Date. (v) Payment in a lump sum on the Date of Termination of a long-term incentive compensation bonus replacement amount equal to three hundred percent (300%) of the highest of the long-term incentive compensation bonus paid or payable to the Executive during the three (3) years preceding the year in which the Qualifying Date of Termination occurs or, if greater, the highest of the Executive’s target long-term incentive compensation award opportunity for any award cycle ending during or after the year in which the Effective Date occurs. For . (vi) Payment in a lump sum on the avoidance Date of doubt, in no event shall Termination of a retirement replacement amount equal to 300% of the sum of the Lump Sum Severance plus Retirement Savings Plan and Executive Benefit Plan contributions made or credited by the Continued Salary Severance exceed two Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (2or any successor or replacement plan) times immediately preceding the Average Compensationplan year in which the Effective Date occurs. (vii) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s “separation from service” (as described in Section 7 below), continued coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost; the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vii), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which the Corporation-Paid Coverage terminates. (viii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive; provided however, to the extent the outplacement services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service. (ix) Tax preparation services for the Executive’s taxable year in which the Date of Termination occurs, provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the Effective Date; provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall cause to occur each of the following: (A) pay or provide to Executive the following (you cash severance installment payments in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date Date”), and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less ; (B) an amount equal to pay you a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its General Counsel as of the Termination Date; (D) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for eighteen (18) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in no event the payments and benefits that may be provided under Sections 3(e)(i) above or 3(e)(ii) below shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.not be provided more than once and if payments and benefits are provided under

Qualifying Termination. IfIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, during Disability or death or (2) the TermExecutive terminates employment for Good Reason (each, Executive incurs a “Qualifying Termination”), then subject in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2014 Stock Option and Equity Compensation Plan of Columbia Banking System, Inc.): (i) the Company shall pay to and conditioned upon the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s timely execution accrued Annual Base Salary and non-revocation any accrued vacation pay through the Date of a general release of claims in a form prescribed Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “ReleaseAccrued Obligations”); (ii) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of subject to Section 6 hereof4(e), the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts a cash severance benefit in an amount equal to two times the Executive’s then-current Annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance PeriodBenefits”). The Company shall pay the Continued Salary Severance Benefits in substantially equal installments in accordance with the Company’s customary normal payroll practices during policies over the Severance Periodtwo-year period following the Date of Termination; provided, provided that no such payments the first payment shall be made prior to on the date on which 60th day following the Release becomes effective Date of Termination and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments include all installments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter within such calendar year or, if later60-day period; (iii) subject to Section 4(e), the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to the Executive in a lump sum payment in cash a pro rata portion of any Annual Bonus earned for the year in which the Date of Termination occurs (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment with proration determined based on the First Payroll Date. For purposes number of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, months in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursExecutive is employed with the Company). For The Company shall pay the avoidance of doubt, in prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no event shall the sum later than March 15 of the Lump Sum Severance plus year following the Continued Salary Severance exceed two fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) times a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the Average Compensationregularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

Qualifying Termination. IfIn addition, during the Term, if Executive incurs experiences a Qualifying TerminationTermination then, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”Section 2(e) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date hereof and Executive’s continued compliance with the provisions of Section 6 his obligations under Sections 4 - 7 hereof, the Company Executive shall pay or provide be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue to pay to Executive amounts an amount in cash equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary disregarding any reduction in effect immediately prior salary giving rise to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance Good Reason, payable in substantially equal installments in accordance with the Company’s customary normal payroll practices during procedures (but not less frequently than monthly) over the Severance Period18-month period following the Date of Termination (the “Salary Severance”); provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to commence on the beginning first payroll date following the effective date of the second (2nd) such calendar year (Release, and any payments amounts otherwise payable prior thereto to such first payroll date shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).without interest thereon; (ii) The a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay to Executive after such termination of employment, on a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) monthly basis, an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average monthly amount of the sum COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s actual portion of such monthly premium as in effect immediately preceding the Date of Termination, until the earlier of (A) 18 months after the Date of Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) Base Salary any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (whichy) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the event of a resignation by Executive for Good Reason due to a material reduction period specified in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionsubsections (A) and (yB) Annual Bonus(or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, in each caseoutstanding Time-Based Equity Award held by Executive as of the Date of Termination, for other than any outstanding restricted stock units granted pursuant to that certain Restricted Stock Unit Award Agreement, by and between Executive and HoldCo dated December 27, 2017 (the three (3) fiscal years ending immediately prior “0000 XXX Agreement” and such restricted stock units, the “2017 RSUs”), shall vest and, as applicable, become exercisable with respect to the fiscal year number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in which continuous employment with the Company through the 18-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the extent vested as of or in connection with the Qualifying Termination occurs. For Termination, shall remain exercisable until the avoidance three-year anniversary of doubtthe Date of Termination, but in no event shall beyond the sum outside expiration date of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationeach such stock option.

Qualifying Termination. If, during the Term, Executive incurs Upon a Qualifying Termination, then subject to the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and conditioned upon Executive’s timely execution and non-revocation has met the requirements of a general release of claims in a form prescribed by the Company Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”): (a) which becomes effective and irrevocable no later than sixty (60) days following The Company shall provide the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, as severance, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):benefits: (i) The Company shall continue to pay to Executive amounts equal to twelve (12) months of the Executive’s then-current Base Salary (which, in the event of a resignation by Executive for disregarding any reduction that may have given rise to Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionReason) (the “Continued Salary Cash Severance”) during the period commencing ). The Severance will be paid in equal bi-weekly installments as a continuation on the Termination Date and ending on the last day Employer’s regular payroll for a period of the then-current Term twelve (12) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Periodwill be subject to all applicable withholding and deductions; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company shall will pay to Executive a lump sum payment Executive’s COBRA group health insurance premiums (the “Lump Sum COBRA Severance”) equal for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) two the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (2) times the Average Compensation less “COBRA Payment Period”), (B) an amount equal to the Continued Salary Severanceexpiration of Executive’s eligibility for continuation coverage under COBRA, payable or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in a single lump sum cash payment on the First Payroll Dateconnection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, “Average Compensation” is the average of Company will make the sum of Executive’s actual first payment to the insurer under this clause (x) Base Salary (whichand, in the event case of a resignation by Executive for Good Reason due the Special Severance Payment, such payment will be to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3a lump sum) fiscal years ending immediately prior equal to the fiscal year aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs. For , the avoidance of doubtBoard determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, in no event shall Executive will receive a Bonus, as so determined by the sum Board and pro-rated based on the date of the Lump Sum Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance plus will be paid to the Continued Salary Severance exceed two (2) times Executive pursuant to the Average Compensationpayment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. IfIf Executive’s Termination Date occurs prior to December 31, during the Term, Executive incurs 2015 by reason of a Qualifying Termination, then subject to Termination and conditioned upon Executive’s timely execution and non-revocation if the Release Requirements (as defined Paragraph 4(d)) are satisfied as of a general release of claims in a form prescribed by the Company sixtieth (the “Release”60th) which becomes effective and irrevocable no later than sixty (60) days day following the Termination Date and Executive’s continued compliance with (which sixtieth (60th) day shall be referred to as the provisions of Section 6 hereof“Payment Date”), the Company shall pay or provide to Executive the following (then, in addition to the Accrued Obligations):payments and benefits to which Executive is entitled under Paragraph 4(a), Executive will be entitled to the following payments and benefits: (i) The Company shall pay Executive a cash severance payment in a gross amount equal to six (6) months of Executive’s Base Salary (determined as of the Termination Date) (the “Severance Payment”). Any Severance Payment to which Executive is entitled under this Paragraph 4(b)(i) will commence on the first regular payroll date after the Payment Date and shall continue to be paid in substantially equal payroll by payroll period installments for a period of six (6) months thereafter. (ii) If Executive is entitled to and elects continuation coverage under Company’s group health plans pursuant to “COBRA” (“COBRA Coverage”), Company shall continue to pay to on behalf of Executive amounts equal to and his eligible dependents the same level of employer contribution that is provided by Company for corresponding coverage for similarly-situated active employees for the lesser of (1) six (6) months following Executive’s then-current Base Salary Termination Date or (which, in 2) the event of a resignation date on which COBRA Coverage terminates by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) its terms (the “Continued Salary SeverancePost-Termination Coverage Benefit”). Company shall have no obligations under this Paragraph 4(b)(ii) during if the Post-Termination Coverage Benefit would subject Company or any of its affiliates to tax penalties or materially increase the cost to Company and its affiliates of providing group EXECUTIVE EMPLOYMENT AGREEMENT medical coverage to employees generally. For the period commencing on Executive’s Termination Date and ending on the Payment Date, the COBRA Coverage shall be provided at Executive’s expense and, if the Release Requirements are satisfied on the Payment Date, Executive shall be entitled to a lump sum payment in an amount equal to the Post-Termination Coverage Benefit that would have been provided to Executive for the period beginning on the Termination Date and ending on the last day of Payment Date, which lump sum payment shall be made on the then-current Term Payment Date or the next scheduled payroll date. (the “Severance Period”). The iii) Company shall pay Executive a cash payment equal to 5/12 of the Continued Salary Severance amount of the Annual Bonus that Executive would have received for the bonus year in substantially equal installments which the Termination Date occurs had his Termination Date not occurred, based on actual Company performance, payable at the same time as the annual bonus is paid to similarly-situated active named executive officer employees in accordance with the terms of the applicable bonus plan of Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which . If the Release becomes effective and irrevocable andRequirements are not satisfied on the Payment Date, if the aggregate period during which Executive is shall not be entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)or benefits under this Paragraph 4(b). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.

Qualifying Termination. IfSubject to Section 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), during the Term, Executive incurs if your employment is terminated due to a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereofthen, the Company shall pay or will provide to Executive the following (in addition to the Accrued Obligations): you with: (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current payment of any Base Salary (whichthat is earned, in the event of a resignation by Executive for Good Reason due and payable to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior you up to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on including the last day of employment; (ii) payment of any Performance Bonus that was earned, but not yet paid, on the then-current Term date of termination; (iii) an amount equal to 12 months of your Base Salary then in effect (the “Severance PeriodSeverance”). The Company shall pay the Continued Salary Severance , payable in substantially equal installments in accordance with the Company’s customary normal payroll practices over the 12-month period following the termination of your employment (the “Severance Period”), with such installments commencing on the first regular payroll date following the effective date of the Release (as defined below), and amounts otherwise payable prior to such first payroll date shall be paid on such date without interest thereon; (iv) subject to insurer approval and any required exclusions, continued participation under the Company benefits plans for the minimum period required pursuant to applicable employment or labour standards legislation; (v) the minimum amount of vacation pay as may then be required to be paid to your pursuant to applicable employment or labour standards legislation; (vi) all outstanding Time Vesting Awards (as defined below) shall, to the extent then-unvested, vest (and, as applicable, become exercisable) on an accelerated basis as of the Termination Date with respect to the number of shares underlying the award that would have vested had you remained in continuous employment during the Severance Period24-month period following the Termination Date; provided, however, that, with respect to any Time Vesting Award that no such payments vests on a quarterly basis, the number of Parent shares that become vested in accordance with the foregoing shall be made prior to calculated assuming that the vesting schedule for such award is monthly (rather than quarterly) over the vesting period from the applicable vesting commencement date. Notwithstanding the foregoing, in the event that such Qualifying Termination occurs during the 24-month period following the date on which a Change in Control is consummated, all of your then-outstanding Time Vesting Awards shall, to the Release becomes effective and irrevocable extent then-unvested, become fully vested (and, if as applicable, exercisable) on an accelerated basis as of the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two Termination Date; and (2vii) calendar years, no Continued Salary Severance payments shall be made prior to the beginning extent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, payment and provision of the second (2nd) such calendar year (any additional compensation and any payments otherwise payable prior thereto shall instead benefits that are then required to be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal or provided to the Continued Salary Severance, payable in a single lump sum cash payment on you to satisfy your minimum entitlements under the First Payroll Dateapplicable employment or labour standards legislation. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubtabsolute clarity, in no event shall case will you receive less than the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.minimum payments and benefits that are then

Qualifying Termination. IfSubject to Section 4(a)(ii), if during the Term, Executive incurs Term there is a Qualifying Termination, then you shall be eligible to receive each of the following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in five monthly pro-rata installments with the first installment of Cash Severance being paid on the 60th day after your Separation from Service from the Company and conditioned upon Executive’s timely execution and non-revocation the last installment being paid on the six month anniversary of a general release the Termination Date; and (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of claims in a form prescribed 1985 (“COBRA”) to the same extent provided by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following Company’s group health plans immediately before the Termination Date and Executive’s continued compliance with (“COBRA Benefits”) for six (6) months after the provisions of Section 6 hereofTermination Date or until you become eligible for group health insurance benefits from another employer, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) at any time either before or during the period commencing on of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (C) any equity compensation awards (including the Option (if granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date shall become incrementally vested and ending exercisable on the last day of the then-current Term an accelerated basis as if your Termination Date occurred six (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (26) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if months later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.

Qualifying Termination. If, If the Executive's employment is terminated in a Qualifying Termination during the Term, Executive incurs a Qualifying TerminationProtection Period, then subject the Executive shall be entitled to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):benefits: (i) The Company shall continue to pay to Executive amounts equal to a pro rata portion (based on the number of calendar days that have elapsed before the Executive’s then-current Base Salary (which, in 's Date of Termination) of the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary 's plan/target annual incentive award in effect immediately prior to such reduction) (for the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance fiscal year in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable andDate of Termination occurs; provided that, if the aggregate period during which Executive is entitled to consider and/or revoke receive a retention/stay bonus in connection with the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise Change in Control that is payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior with respect to the fiscal year in which the Executive's Qualifying Termination occurs, the Executive shall receive the greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be entitled to both the retention/stay bonus and the pro rata plan/target bonus provided herein; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to three (3) times the sum of (A) the higher of (I) the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or (II) the Executive's annual base salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award paid or payable to the Executive pursuant to the Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's plan/target bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's plan/target annual incentive bonus opportunity on or after a Change in Control; (iii) $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. For All options held by the avoidance Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of doubthis Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the sum Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Lump Sum Severance plus Code). When payments are made under this Section, the Continued Salary Severance exceed two Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (2) times and any such written opinions or advice shall be attached to the Average Compensationstatement).

Qualifying Termination. If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two three (23) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two three (23) times the Average Compensation.

Qualifying Termination. IfIn the event an Eligible Executive’s employment with the Company and, during the Termas applicable, Executive incurs each of its Affiliates, ends due to a Qualifying Termination, then subject such Eligible Executive shall be entitled to receive the Accrued Amounts, and conditioned upon Executive’s timely execution so long as such Eligible Executive satisfies the Release Requirement and non-revocation of a general release of claims in a form prescribed abides by the Company (the “Release”) which becomes effective terms of Sections 7, 8, 9, 10 and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof11 below, the Company such Eligible Executive shall pay or provide also be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue A lump sum severance payment to pay to such Eligible Executive amounts in an amount equal to Executive’s then-current Base Salary (whichthe Severance Amount, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately payable on or prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll pay date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring that on or after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).date that is 60 days after such Eligible Executive’s Date of Termination; (ii) The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; (iii) A Pro-Rata Annual Bonus for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum at the time annual bonuses for such fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; and (iv) If such Eligible Executive timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Company’s group health plans to such Eligible Executive prior to such Eligible Executive’s Date of Termination, then during the COBRA Continuation Period (as defined below), the Company shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) to the contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) if the provision of the benefit described in this Section 5(a)(iv) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and such Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the Company. If such Eligible Executive has not become eligible to be covered under a group health plan sponsored by another employer by the earlier of end of the COBRA Continuation Period or December 1 of the calendar year following the calendar year in which such Eligible Executive’s Date of Termination occurs (such earlier date being the “COBRA Payment Trigger Date”), then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date (but in no event later than December 31 of the calendar year following the calendar year in which the such Eligible Executive’s Date of Termination occurs), the Company shall pay to Executive a lump sum cash payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less difference between the amount such Eligible Executive paid to effect and continue coverage for such Eligible Executive and his or her spouse and eligible dependents and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans, if any, under the Company’s group health plan for the complete calendar month next preceding the COBRA Payment Trigger Date, multiplied by (B) an amount equal to the Continued Salary Severance, payable number of complete calendar months remaining in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of such Eligible Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationApplicable Period.

Qualifying Termination. If, during Notwithstanding the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):foregoing: (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in In the event of a resignation by Executive for Good Reason due to a material reduction in Executivethe Participant’s Base Salary, shall be the Base Salary in effect immediately Qualifying Termination prior to such reductionthe completion of the Performance Period applicable to an Award (and any associated Dividend Equivalent Amount), a portion of the RSUs which may be earned under the Award will become earned, with the actual number of earned RSUs determined as follows: (A) (with respect to Tranches 1 and 2, based on actual performance through the “Continued Salary Severance”) during most recently completed fiscal quarter measured against the period commencing Performance Components as pro-rated based on the number of fiscal quarters completed prior to the Termination Date and ending relative to the total number of fiscal quarters in the Performance Period; and (B) with respect to Tranche 3, based on actual performance through the last day of Termination Date measured against the then-current Term (Performance Components based on actual performance through the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance PeriodTermination Date; provided, that no such payments any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be made prior to the date on which the Release becomes effective and irrevocable deemed achieved or satisfied at target level (as applicable); and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company number of earned RSUs calculated in accordance with Section 3(b)(i) which become vested (and any associated Dividend Equivalent Amount) will be pro-rated based on the number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of earned RSUs under the Award shall pay be deemed vested in full and settled pursuant to Executive a lump sum payment (Section 2(d), with the “Lump Sum Severance”Vesting Date” meaning the Termination Date. (iii) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in In the event of a resignation by Executive for Good Reason due the Participant’s Qualifying Termination after the completion of the Performance Period applicable to a material reduction in Executive’s Base Salaryan Award, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately but prior to the fiscal year in which last Vesting Date applicable to the Qualifying Termination occurs. For the avoidance of doubtearned RSUs granted under such Award, in no event all such earned RSUs shall the sum become vested as of the Lump Sum Severance plus Termination Date. In such case, the Continued Salary Severance exceed two number of earned RSUs (2and any associated Dividend Equivalent Amount) times under the Average CompensationAward shall be deemed vested in full and settled pursuant to Section 2(d), with the “Vesting Date” meaning the Termination Date. (iv) The levels of achievement with respect to any Performance Components shall be adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, dispositions and other transactions or extraordinary or one time events that impact the Company’s operations.

Qualifying Termination. If, during In the Term, Executive incurs event of a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company Executive shall pay or provide to Executive receive the following (in addition to the Accrued Obligations):benefits: (i) The Company Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall continue be determined and paid in accordance with the terms of the relevant plan as applicable to pay the Executive, (ii) A pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive, (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the annual base salary required to be paid to Executive amounts equal pursuant to Executive’s then-current Base Salary (whichParagraph 3(a) above, in or if greater, the event rate of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary annual salary as in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).Termination, (iiiv) The Company shall pay to Executive Payment in a lump sum payment (on the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an Date of Termination of a bonus replacement amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average three hundred percent (300%) of the sum highest of Executive’s actual (x) Base Salary (which, in the event of a resignation by annual bonus paid or payable to the Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending preceding the year in which the Date of Termination occurs or, if greater, the Executive's target bonus for year in which the Date of Termination occurs, (v) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Member Investment and Stock Ownership Plan, Retirement Income Plan and Unfunded Deferred Compensation Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs, (vi) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive's employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vi), the Executive and Executive's dependents will be entitled to elect COBRA continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration. (vii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive, and (viii) Tax preparation services for the Executive's taxable year in which the Date of Termination occurs, provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationEffective Date.

Qualifying Termination. If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments ||| shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.

Qualifying Termination. If, during the Term, (i) Executive incurs resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then then, subject to and conditioned upon Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s timely execution and non-revocation Base Salary through the date of a general release of claims in a form prescribed by termination to the Company extent not theretofore paid (the “ReleaseAccrued Salary”), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which becomes effective the date of termination occurs, and irrevocable no later than (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (2) Executive shall be entitled to receive a pro rata portion of the Annual Bonus for the year in which the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (ii) a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Non-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and 12 hereof, the Non-CIC Severance Payment or the CIC Severance Payment, as applicable, shall be paid in a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-CIC Severance Payment on the date of the Qualifying Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be paid within sixty (60) days following the Base Salary date of the closing of the relevant Change in effect immediately prior to such reduction) (Control if the “Continued Salary Severance”) termination of employment occurs during the period commencing on the Termination Date beginning three months prior to and ending on the last day date of the then-current Term (the “Severance Period”Change in Control). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll exact payment date occurring after to be determined by the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursBank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in no event shall the sum any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Lump Sum Severance plus Code (COBRA), then for twelve (12) months following the Continued Salary Severance exceed two date of termination (2the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) times of an amount equal to the Average Compensationexcess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Bank and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Qualifying Termination. IfShould you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, during provided that you remain in compliance with your obligations under the Termterms of this agreement, Executive incurs including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one (1) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, then subject an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and conditioned upon Executive’s timely returned the Release described below within thirty days after the date of your Qualifying Termination, the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and non-revocation ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a general release of claims change in a form prescribed by payroll practice during the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereofSeparation Pay Period, the Company shall pay or provide may adjust the amounts of such installments as necessary to Executive ensure that the following (in addition total amount paid is equal to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (whichSeparation Payment, as defined above. Notwithstanding the foregoing, in the event of a resignation by Executive for Good Reason due to Qualifying Termination within one year following a material reduction Change in Executive’s Base SalaryControl, the Separation Payment shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on within ten (10) business days following the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average effective date of the sum Qualifying Termination, again provided that if the ten business day period would end in a later calendar year than the date of Executive’s actual (x) Base Salary (whichthe Qualifying Termination, in no part of the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, Separation Payment shall be paid during the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationearlier calendar year.

Qualifying Termination. IfIf an Eligible Executive’s employment with the Company and, during the Termas applicable, Executive incurs each of its Affiliates, ends due to a Qualifying Termination, then subject such Eligible Executive shall be entitled to receive the Accrued Amounts, and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed so long as such Eligible Executive satisfies the Release Requirement, abides by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions terms of Section 6 hereof, 7 below and continues to abide by the terms of all other written agreements between such Eligible Executive and any member of the Company shall pay or provide to Group, including the restrictive covenants set forth in the award agreements entered into between the Company and such Eligible Executive the following (in addition pursuant to the Accrued Obligations):2017 Incentive Plan and the 2020 Incentive Plan, as applicable, such Eligible Executive shall also be entitled to receive: (i) The A cash payment equal to the Severance Amount payable in a lump-sum on or prior to the Company’s first regularly scheduled pay date that occurs on or after the 14th day following the Release Consideration Period, but in no event later than 75 days following the Date of Termination; (ii) If the Prior Year Annual Bonus has not yet been paid to the Eligible Executive, the Prior Year Annual Bonus, payable in a lump sum at the time annual bonuses for such prior fiscal year of are paid to executives of the Company, but in no event later than the Applicable March 15; and (iii) If such Eligible Executive timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, then the Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in promptly reimburse the event of a resignation by Eligible Executive for Good Reason due the amount by which the premiums paid to a material reduction in Executive’s Base Salaryeffectuate such coverage during the COBRA Continuation Period exceeds the amount of the employee contribution that active executive employees of the Company pay for the same or similar coverage under such group health plans during the same period, shall be the Base Salary in effect immediately prior to such reduction) less applicable taxes and withholdings (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance PeriodCOBRA Benefit”). The Company Each payment of the COBRA Benefit shall pay be paid to the Continued Salary Severance in substantially equal installments in accordance with Eligible Executive on the Company’s customary payroll practices during first regularly scheduled pay date in the Severance Period; providedcalendar month immediately following the calendar month in which the Eligible Executive submits to the Company documentation of the applicable premium payment having been paid by the Eligible Executive, that no such payments which documentation shall be made prior submitted by the Eligible Executive to the Company within 30 days following the date on which the Release becomes effective and irrevocable and, if applicable premium payment is paid. Notwithstanding anything in the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2preceding provisions of this Section 5(a)(iii) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year orcontrary, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) an amount equal to if the Continued Salary Severanceprovision of the benefit described in this Section 5(a)(iii) cannot be provided in the manner described above without penalty, payable in a single lump sum cash payment tax, or other adverse impact on the First Payroll Date. For purposes of this AgreementCompany, “Average Compensation” is then the average of the sum of Executive’s actual (x) Base Salary (which, Company and such Eligible Executive shall negotiate in the event of a resignation by Executive for Good Reason due good faith to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year determine an alternative manner in which the Qualifying Termination occurs. For Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationCompany.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date Date”) and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. If, during Notwithstanding the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):foregoing: (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in In the event of a resignation by Executive for Good Reason due to a material reduction in Executivethe Participant’s Base Salary, shall be the Base Salary in effect immediately Qualifying Termination prior to such reductionthe completion of the Performance Period applicable to an Award, a portion of the LTIP Units which may be earned under the Award will become Performance Earned Units, with the actual number of Earned Units determined as follows: (A) (with respect to Tranches 1 and 2, based on actual performance through the “Continued Salary Severance”) during most recently completed fiscal quarter measured against the period commencing Performance Components as prorated based on the number of fiscal quarters completed prior to the Termination Date and ending relative to the total number of fiscal quarters in the Performance Period; and (B) with respect to Tranche 3, based on actual performance through the last day of Termination Date measured against the thenPerformance Components as pro-current Term (rated based on actual performance through the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance PeriodTermination Date; provided, that no such payments any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two deemed achieved or satisfied at target level (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)as applicable). (ii) The Company number of Performance Earned Units calculated in accordance with Section 3(b)(i) which become Vested LTIP Units will be pro-rated based on the number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of earned LTIP Units under the Award shall pay be deemed Vested LTIP Units (and any LTIP Units issued hereunder that are not so vested shall be immediately forfeited). Upon the determination of the number of pro-rated Performance Earned Units, additional LTIP Units shall become Dividend Earned Units (which shall be Vested LTIP Units) with respect to Executive any Distribution Payments made between the Effective Date and the Termination Date using the methodology set forth in Section 2(b)(ii), calculated as though the Termination Date was the Vesting Date of the applicable Performance Earned Units; (iii) In the event of the Participant’s Qualifying Termination after the completion of the Performance Period applicable to an Award, but prior to a lump sum payment (the “Lump Sum Severance”) equal Vesting Date, then with respect to all such unvested Performance Earned Units, (A) two (2) times such Performance Earned Units shall become Vested LTIP Units as of the Average Compensation less Termination Date, (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes additional number of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual LTIP Units shall become Dividend Earned Units (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, which shall be Vested LTIP Units) using the Base Salary methodology set forth in effect immediately prior to Section 2(b)(ii), calculated as though the Termination Date was the Vesting Date of such reduction) Performance Earned Units, and (yC) Annual Bonusany LTIP Units issued hereunder that do not so become Vested LTIP Units shall immediately be forfeited. (iv) The levels of achievement with respect to any Performance Components shall be adjusted from time to time by the Committee as it deems equitable and necessary in light of acquisitions, in each case, for dispositions and other transactions or extraordinary or one-time events that impact the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationCompany’s operations.

Qualifying Termination. If, during the Term, Executive incurs Executive’s employment is terminated as a result of a Qualifying Termination, then Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to and conditioned upon Executive’s timely execution and delivery (and non-revocation revocation) of a general release and waiver of claims in a substantially the form prescribed by the Company set forth in Exhibit A (the “Release”) which (the period between the Qualifying Termination and the date that the Release becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereofeffective, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Release Execution Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments Executive shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke receive the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).following: (ii) The Company shall pay to Executive a. a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be Salary and target bonus from the Base Salary in effect immediately prior to Company’s Annual Incentive Program or such reductionsuccessor plan or program (“AIP”) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For , which shall be paid within sixty (60) days following such termination; provided that, if the avoidance of doubtRelease Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in no event shall the sum January of the Lump Sum Severance plus second taxable year; b. if Executive (and his dependents) timely elects to continue health care continuation coverage under the Continued Salary Severance exceed two Consolidated Omnibus Budget Reconciliation Act of 1985 (2“COBRA”), the Company will reimburse Executive (and his dependents) times monthly for COBRA healthcare continuation premiums until the Average Compensationearlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and c. notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.

Qualifying Termination. If, at any time during the TermVesting Period, Executive incurs a Qualifying Termination, then subject the Participant ceases to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed be employed by the Company Corporation or its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “ReleaseSeverance Date”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions as a result of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executivethe Participant’s then-current Base Salary death or Disability or (which, in ii) a termination of employment by the event Corporation or one of a resignation its Subsidiaries without Cause or by Executive Participant for Good Reason due (each as defined herein), then, subject to a material reduction the following paragraph and the release requirement set forth in Executive’s Base Salarythe last paragraph of this Section 8(a), shall be (x) the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) Performance LTIP Units will remain outstanding during the period commencing remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have vested in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period. In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph and the Severance Date occurs on the Termination Date and ending on or before the last day of the then-current Term (second year of the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; providedand in the event that there has been an Interim Date on or prior to the Severance Date, that any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such payments Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the Performance Period shall be made prior by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of the year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior Participant pursuant to the beginning preceding paragraphs of this Section 8 (other than in connection with the second Participant’s death) is subject to the condition that (2ndi) such calendar year the Participant has fully executed a valid and effective release (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year form attached to the Severance Plan or, if latersuch release is executed on or after a Change in Control Event, in the first regularly scheduled Company payroll date occurring after form attached to the Release becomes effective and irrevocable (CIC Severance Plan, or in either casecase such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the “First Payroll Date”form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws)). , (ii) The Company shall pay to Executive a lump sum payment (such executed release is delivered by the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal Participant to the Continued Salary SeveranceCorporation so that it is received by the Corporation in the time period specified below, payable and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in a single lump sum cash payment the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average circumstances of the sum of Executivetermination, to consider the release). In addition, the Corporation may require that the Participant’s actual (x) Base Salary (which, in release be executed no earlier than the event of a resignation by Executive for Good Reason due to a material reduction in ExecutiveParticipant’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationDate.

Qualifying Termination. If, during In the Term, Executive incurs event of a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company Executive shall pay or provide to Executive receive the following (in addition to the Accrued Obligations):benefits: (i) The Company Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall continue be determined and paid in accordance with the terms of the relevant plan as applicable to pay the Executive. (ii) Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive; provided, however, that such pro rata amount shall not be less than the pro rata amount determined using the greater of (A) the full year’s bonus to which Executive would have been entitled based on the Corporation’s performance for the year, or (B) the greater of the Executive’s target bonus (x) for such year under such plan or (y) for the year in which the Effective Date of this Agreement occurs based on the annual bonus plan as in effect and applicable to Executive amounts immediately prior to the Effective Date. 5 (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to Executive’s then-current three hundred percent (300%) of the Annual Base Salary (whichrequired to be paid to Executive pursuant to Paragraph 3(a) above, in or if greater, the event rate of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Annual Base Salary as in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”))Termination. (iiiv) The Company shall pay to Executive Payment in a lump sum payment (on the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an Date of Termination of a bonus replacement amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average three hundred percent (300%) of the sum highest of Executive’s actual (x) Base Salary (which, in the event of a resignation by annual bonus paid or payable to the Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending preceding the year in which the Date of Termination occurs or, if greater, the greater of (A) Executive’s target bonus for year in which the Date of Termination occurs or (B) Executive’s target bonus for the year in which the Effective Date occurs under the terms of the annual bonus plan in effect immediately prior to the fiscal Effective Date. (v) Payment in a lump sum on the Date of Termination of a long-term incentive compensation bonus replacement amount equal to three hundred percent (300%) of the highest of the long-term incentive compensation bonus paid or payable to the Executive during the three (3) years preceding the year in which the Qualifying Date of Termination occurs or, if greater, the highest of the Executive’s target long-term incentive compensation award opportunity for any award cycle ending during or after the year in which the Effective Date occurs. For . (vi) Payment in a lump sum on the avoidance Date of doubt, in no event shall Termination of a retirement replacement amount equal to 300% of the sum of the Lump Sum Severance plus Retirement Savings Plan and Executive Benefit Plan contributions made or credited by the Continued Salary Severance exceed two Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (2or any successor or replacement plan) times immediately preceding the Average Compensationplan year in which the Effective Date occurs. (vii) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s “separation from service” (as described in Section 7 below), continued coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost; the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vii), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which the Corporation-Paid Coverage terminates. 6 (viii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive; provided however, to the extent the outplacement services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service. (ix) Tax preparation services for the Executive’s taxable year in which the Date of Termination occurs, provided at the expense of the Corporation, on the same basis as provided to Executive immediately prior to the Effective Date; provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made before the last day of the third year following separation from service.

Qualifying Termination. If, If your employment is terminated during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed Term without Cause (as defined below) by the Company or by you for “Good Reason” (the as defined below) (each, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current one hundred percent (100%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reduction) on your Termination Date (the “Continued Salary Cash Severance”) during being paid in ten monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date Date”), and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Executive Vice-President, Mobile and Consumer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, in the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no event shall the sum payments or benefits will otherwise be provided again under either one of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationthese subsections.

Qualifying Termination. IfIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, during Disability or death or (2) the TermExecutive terminates employment for Good Reason (each, Executive incurs a “Qualifying Termination”), then subject in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (i) the Company shall pay to and conditioned upon the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s timely execution accrued Annual Base Salary and non-revocation any accrued vacation pay through the Date of a general release of claims in a form prescribed Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “ReleaseAccrued Obligations”); (ii) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of subject to Section 6 hereof4(e), the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts a cash severance benefit in an amount equal to two times the Executive’s then-current Annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance PeriodBenefits”). The Company shall pay the Continued Salary Severance Benefits in substantially equal installments in accordance with the Company’s customary normal payroll practices during policies over the Severance Periodtwo-year period following the Date of Termination; provided, provided that no such payments the first payment shall be made prior to on the date on which 60th day following the Release becomes effective Date of Termination and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments include all installments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter within such calendar year or, if later60-day period; (iii) subject to Section 4(e), the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to the Executive in a lump sum payment in cash a pro rata portion of any Annual Bonus earned for the year in which the Date of Termination occurs (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment with proration determined based on the First Payroll Date. For purposes number of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, months in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursExecutive is employed with the Company). For The Company shall pay the avoidance of doubt, in prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no event shall the sum later than March 15 of the Lump Sum Severance plus year following the Continued Salary Severance exceed two fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) times a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the Average Compensationregularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

Qualifying Termination. IfSubject to Section 4(a)(ii), if during the Term, Executive incurs Term there is a Qualifying Termination, then subject you shall be eligible to and conditioned upon Executive’s timely execution and non-revocation receive each of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary cash severance payments (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Cash Severance”) during in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in eleven monthly pro-rata installments with the period commencing first installment of Cash Severance being paid on the Termination Date 60th day after your Separation from Service from the Company and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be installment being paid on the first regularly scheduled Company payroll date occurring in anniversary of the latter such calendar year or, if laterTermination Date; and (B) to the extent permitted by applicable laws without incurring statutory penalties, the first regularly scheduled Company payroll date occurring will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Release becomes effective Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and irrevocable (in either case, the “First Payroll Date”)). to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The Company period of such COBRA Benefits shall pay be considered part of your COBRA coverage entitlement period; and (C) any equity compensation awards (including the Options (if granted)) previously granted to Executive a lump sum payment you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the “Lump Sum Severance”requisite performance objectives) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average which are outstanding and unvested as of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, Termination Date shall be the Base Salary in effect immediately prior to such reduction) become incrementally vested and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal exercisable on an accelerated basis as if your Termination Date occurred one year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationlater.

Qualifying Termination. If, during the Term, (i) Executive incurs resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then then, subject to and conditioned upon Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s timely execution and non-revocation Base Salary through the date of a general release of claims in a form prescribed by termination to the Company extent not theretofore paid (the “ReleaseAccrued Salary”), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which becomes effective the date of termination occurs, and irrevocable no later than (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (2) Executive shall be entitled to receive a pro rata portion of the Annual Bonus for the year in which the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (ii) a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Non-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and 11 hereof, the Non-CIC Severance Payment or the CIC Severance Payment, as applicable, shall be paid in a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-CIC Severance Payment on the date of the Qualifying Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be paid within sixty (60) days following the Base Salary date of the closing of the relevant Change in effect immediately prior to such reduction) (Control if the “Continued Salary Severance”) termination of employment occurs during the period commencing on the Termination Date beginning three months prior to and ending on the last day date of the then-current Term (the “Severance Period”Change in Control). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll exact payment date occurring after to be determined by the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursBank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in no event shall the sum any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Lump Sum Severance plus Code (COBRA), then for twenty-four (24)months following the Continued Salary Severance exceed two date of termination (2the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) times of an amount equal to the Average Compensationexcess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Bank and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Qualifying Termination. If, during the Term, Executive incurs Upon a Qualifying Termination, then subject to the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and conditioned upon Executive’s timely execution and non-revocation has met the requirements of a general release of claims in a form prescribed by the Company Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”): (a) which becomes effective and irrevocable no later than sixty (60) days following The Company shall provide the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, as severance, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):benefits: (i) The Company shall continue to pay to Executive amounts equal to twelve (12) months of the Executive’s then-current Base Salary (which, in the event of a resignation by Executive for disregarding any reduction that may have given rise to Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionReason) (the “Continued Salary Cash Severance”) during the period commencing ). The Severance will be paid in equal bi-weekly installments as a continuation on the Termination Date and ending on the last day Employer’s regular payroll for a period of the then-current Term twelve (12) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Periodwill be subject to all applicable withholding and deductions; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company shall will pay to Executive a lump sum payment Executive’s COBRA group health insurance premiums (the “Lump Sum COBRA Severance”) equal for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) two the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (2) times the Average Compensation less “COBRA Payment Period”), (B) an amount equal to the Continued Salary Severanceexpiration of Executive’s eligibility for continuation coverage under COBRA, payable or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in a single lump sum cash payment on the First Payroll Dateconnection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, “Average Compensation” is the average of Company will make the sum of Executive’s actual first payment to the insurer under this clause (x) Base Salary (whichand, in the event case of a resignation by Executive for Good Reason due the Special Severance Payment, such payment will be to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3a lump sum) fiscal years ending immediately prior equal to the fiscal year aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease; and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs. For , the avoidance of doubtBoard determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, in no event shall Executive will receive a Bonus, as so determined by the sum Board and pro-rated based on the date of the Lump Sum Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance plus will be paid to the Continued Salary Severance exceed two (2) times Executive pursuant to the Average Compensationpayment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. IfIn addition, during the Term, if Executive incurs experiences a Qualifying TerminationTermination then, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”Section 2(e) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date hereof and Executive’s continued compliance with the provisions of Section 6 his obligations under Sections 4 - 7 hereof, the Company Executive shall pay or provide be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue to pay to Executive amounts an amount in cash equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary disregarding any reduction in effect immediately prior salary giving rise to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance Good Reason, payable in substantially equal installments in accordance with the Company’s customary normal payroll practices during procedures (but not less frequently than monthly) over the Severance Period15-month period following the Date of Termination (the “Salary Severance”); provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to commence on the beginning first payroll date following the effective date of the second (2nd) such calendar year (Release, and any payments amounts otherwise payable prior thereto to such first payroll date shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).without interest thereon; (ii) The a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay to Executive after such termination of employment, on a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) monthly basis, an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average monthly amount of the sum COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s actual portion of such monthly premium as in effect immediately preceding the Date of Termination, until the earlier of (A) 18 months after the Date of Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) Base Salary any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (whichy) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the event of a resignation by Executive for Good Reason due to a material reduction period specified in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionsubsections (A) and (yB) Annual Bonus(or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, in each caseoutstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, for the three (3) fiscal years ending immediately prior as applicable, become exercisable with respect to the fiscal year number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in which continuous employment with the Company through the 15-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the extent vested as of or in connection with the Qualifying Termination occurs. For Termination, shall remain exercisable until the avoidance three-year anniversary of doubtthe Date of Termination, but in no event shall beyond the sum outside expiration date of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationeach such stock option.

Qualifying Termination. If, during the Term, (i) Executive incurs resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then then, subject to and conditioned upon Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the exact payment date to be determined by the Bank, Executive’s timely execution and non-revocation Base Salary through the date of a general release of claims in a form prescribed by termination to the Company extent not theretofore paid (the “ReleaseAccrued Salary”), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which becomes effective the date of termination occurs, and irrevocable no later than (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (2) Executive shall be entitled to receive a pro rata portion of the Annual Bonus for the year in which the date of termination occurs, equal to (i) the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (ii) a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (y) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Non-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). Subject to Sections 6 and11 hereof, the Non-CIC Severance Payment or the CIC Severance Payment, as applicable, shall be paid in a single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-CIC Severance Payment on the date of the Qualifying Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be paid within sixty (60) days following the Base Salary date of the closing of the relevant Change in effect immediately prior to such reduction) (Control if the “Continued Salary Severance”) termination of employment occurs during the period commencing on the Termination Date beginning three months prior to and ending on the last day date of the then-current Term (the “Severance Period”Change in Control). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll exact payment date occurring after to be determined by the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursBank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in no event shall the sum any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Lump Sum Severance plus Code (COBRA), then for twenty-four (24) months following the Continued Salary Severance exceed two date of termination (2the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) times of an amount equal to the Average Compensationexcess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of twelve (12) months (the “Other Premium Payments”); and (6) to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Bank and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Qualifying Termination. If, during the Term, you are no longer serving as the Chief Executive incurs Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company shall pay you (or provide cause to Executive occur, as applicable) each of the following (in addition to the Accrued Obligations):following: (iA) The Company shall continue to pay to Executive amounts cash severance installment payments in an aggregate amount equal to Executive’s then-current two hundred percent (200%) of your annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary as in effect immediately prior to such reductionon your “Qualifying Termination Date” (as defined below) (the “Continued Salary Cash Severance”) during with the period commencing first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and ending on with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such that the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive installment is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in second anniversary of the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Termination Date”)).; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to a pro-rated cash Performance Bonus, calculated as follows: the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes product of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”) ; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage. In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will Xxxxxxx X. Xxxxx March 25, 2015 continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the stock options granted to you prior to the Qualifying Termination Date (“Options”) and any other equity compensation incentives granted to you prior to the Qualifying Termination Date (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. For the avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any reduction in no event Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall the sum be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the Lump Sum Severance plus the Continued Xxxxxxx X. Xxxxx March 25, 2015 Page 5 Base Salary Severance exceed two (2) times the Average Compensationor Performance Bonus.

Qualifying Termination. IfIn the event an Eligible Executive’s employment with the Company and, during the Termas applicable, Executive incurs each of its Affiliates, ends due to a Qualifying Termination, then subject such Eligible Executive shall be entitled to receive the Accrued Amounts, and conditioned upon Executive’s timely execution so long as such Eligible Executive satisfies the Release Requirement and non-revocation of a general release of claims in a form prescribed abides by the Company (the “Release”) which becomes effective terms of Sections 7, 8, 9, 10 and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof11 below, the Company such Eligible Executive shall pay or provide also be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue A lump sum severance payment to pay to such Eligible Executive amounts in an amount equal to Executive’s then-current Base Salary (whichthe Severance Amount, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately payable on or prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll pay date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring that on or after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).date that is 60 days after such Eligible Executive’s Date of Termination; (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary SeverancePrior Year Annual Bonus, if applicable, payable in a single lump sum cash payment on at the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average time annual bonuses for such prior fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; (iii) A Pro-Rata Annual Bonus for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum at the time annual bonuses for such fiscal year are paid to executives of the Company, but in no event later than the Applicable March 15; and (iv) If such Eligible Executive timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s actual (x) Base Salary (whichspouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, similar in the event amounts and types of a resignation by coverage provided under the Company’s group health plans to such Eligible Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and Eligible Executive’s Date of Termination, then during the COBRA Continuation Period (y) Annual Bonusas defined below), in each casethe Company shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the three difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans (3the “COBRA Benefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) fiscal years ending immediately prior to the fiscal year in which contrary, (A) the Qualifying Termination occurs. For election of COBRA continuation coverage and the avoidance payment of doubtany premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, in and the Company will assume no event shall the sum obligation for payment of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.any such premiums relating to such COBRA continuation coverage and

Qualifying Termination. If, at any time during the TermVesting Period, Executive incurs a Qualifying Termination, then subject the Participant ceases to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed be employed by the Company Corporation or its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “ReleaseSeverance Date”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions as a result of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executivethe Participant’s then-current Base Salary death or Disability or (which, in ii) a termination of employment by the event Corporation or one of a resignation its Subsidiaries without Cause or by Executive Participant for Good Reason due (each as defined herein), then, subject to a material reduction the following paragraph and the release requirement set forth in Executive’s Base Salarythe last paragraph of this Section 8(a), shall be (x) the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) Performance LTIP Units will remain outstanding during the period commencing remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have vested in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period (subject to satisfaction of the underlying performance conditions). [For awards granted in 2022: In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph and the Severance Date occurs on the Termination Date and ending on or before the last day of the then-current Term (second year of the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I, Peer Group II or Peer Group III (as such term is defined in Exhibit A), the Performance Period with respect to that Peer Group will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; providedand in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date with respect to that Peer Group shall be disregarded) and there will be no new or additional measurement period with respect to such payments Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to such Peer Group for the Performance Period shall be made prior by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of the year that follows the later of the Severance Date or the applicable Interim Date as to that Peer Group (such determination to be the Committee Determination as to such Peer Group). In such circumstances, any Performance LTIP Units corresponding to such Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date.] Any benefit to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior Participant pursuant to the beginning preceding paragraphs of this Section 8 (other than in connection with the second Participant’s death) is subject to the condition that (2ndi) such calendar year the Participant has fully executed a valid and effective release (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year form attached to the Severance Plan or, if latersuch release is executed on or after a Change in Control Event, in the first regularly scheduled Company payroll date occurring after form attached to the Release becomes effective and irrevocable (CIC Severance Plan, or in either casecase such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the “First Payroll Date”form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws)). , (ii) The Company shall pay to Executive a lump sum payment (such executed release is delivered by the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal Participant to the Continued Salary SeveranceCorporation so that it is received by the Corporation in the time period specified below, payable and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in a single lump sum cash payment the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average circumstances of the sum of Executivetermination, to consider the release). In addition, the Corporation may require that the Participant’s actual (x) Base Salary (which, in release be executed no earlier than the event of a resignation by Executive for Good Reason due to a material reduction in ExecutiveParticipant’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average CompensationDate.

Qualifying Termination. IfIf (1) the Company terminates the Executive’s employment for any reason other than for Cause, during Disability or death or (2) the TermExecutive terminates employment for Good Reason (each, Executive incurs a “Qualifying Termination”), then subject in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (i) the Company shall pay to and conditioned upon the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s timely execution accrued Annual Base Salary and non-revocation any accrued vacation pay through the Date of a general release of claims in a form prescribed Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “ReleaseAccrued Obligations”); (ii) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of subject to Section 6 hereof4(e), the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts a cash severance benefit in an amount equal to two times the Executive’s then-current Annual Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance PeriodBenefits”). The Company shall pay the Continued Salary Severance Benefits in substantially equal installments in accordance with the Company’s customary normal payroll practices during policies over the Severance Periodtwo-year period following the Date of Termination; provided, provided that no such payments the first payment shall be made prior to on the date on which 60th day following the Release becomes effective Date of Termination and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments include all installments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter within such calendar year or, if later60-day period; (iii) subject to Section 4(e), the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to the Executive in a lump sum payment in cash a pro rata portion of any Annual Bonus earned for the year in which the Date of Termination occurs (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment with proration determined based on the First Payroll Date. For purposes number of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, months in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occursExecutive is employed with the Company). For The Company shall pay the avoidance of doubt, in prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no event shall the sum later than March 15 of the Lump Sum Severance plus year following the Continued Salary Severance exceed two fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) times a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the Average Compensationregularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits 4844-0817-3566 v.6 provided to the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

Qualifying Termination. IfIn addition, during the Term, if Executive incurs experiences a Qualifying TerminationTermination then, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”Section 2(e) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date hereof and Executive’s continued compliance with the provisions of Section 6 his obligations under Sections 4 - 7 hereof, the Company Executive shall pay or provide be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue to pay to Executive amounts an amount in cash equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary disregarding any reduction in effect immediately prior salary giving rise to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance Good Reason, payable in substantially equal installments in accordance with the Company’s customary normal payroll practices during procedures (but not less frequently than monthly) over the Severance Period12-month period following the Date of Termination (the “Salary Severance”); provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to commence on the beginning first payroll date following the effective date of the second (2nd) such calendar year (Release, and any payments amounts otherwise payable prior thereto to such first payroll date shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).without interest thereon; (ii) The a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay to Executive after such termination of employment, on a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) monthly basis, an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average monthly amount of the sum COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s actual portion of such monthly premium as in effect immediately preceding the Date of Termination, until the earlier of (A) 18 months after the Date of Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) Base Salary any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (whichy) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the event of a resignation by Executive for Good Reason due to a material reduction period specified in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionsubsections (A) and (yB) Annual Bonus(or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, in each caseoutstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, for the three (3) fiscal years ending immediately prior as applicable, become exercisable with respect to the fiscal year number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in which continuous employment with the Company through the 12-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the extent vested as of or in connection with the Qualifying Termination occurs. For Termination, shall remain exercisable until the avoidance three-year anniversary of doubtthe Date of Termination, but in no event shall beyond the sum outside expiration date of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationeach such stock option.

Qualifying Termination. If(a) The Company may terminate the Executive’s employment hereunder without Cause at any time upon written notice to the Executive. In addition, during Executive’s employment hereunder will terminate upon the expiration of the Term. If the Transition Date occurs as a result of (1) the expiration of the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon or (2) the termination of the Executive’s timely execution and non-revocation of a general release of claims in a form prescribed employment by the Company without Cause during the Term (the either such termination of employment, a “ReleaseQualifying Termination”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof), the Company Executive shall pay or provide be entitled to Executive receive the following Accrued Rights and any Accrued Retention Bonus. (in b) In addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (whichRights and any Accrued Retention Bonus, in the event of the occurrence of the Transition Date as a resignation by result of a Qualifying Termination, subject to Section 6.5, the Executive for Good Reason due will be entitled to a material reduction in receive as severance Executive’s Base Salary, shall be the Base Salary then in effect immediately prior to at the time of such reductiontermination for a period of eighteen (18) (months following the “Continued Salary Severance”) during the period commencing on the Termination Transition Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance Such payments will be made in substantially equal installments over the Severance Period in accordance with the Company’s customary payroll practices during Payroll Policies, Section 9 hereof and the Severance Period; provided, terms of the Release (as defined below). The parties agree and acknowledge that no such payments shall be made prior this Section 6.3(b) of the Agreement provides Executive contractual rights to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which same amount of severance payments that Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior pursuant to the beginning Section 6.3 of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”))Employment Agreement. (iic) The Company shall pay Subject to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (whichSection 6.5, in the event of the occurrence of the Transition Date as a resignation by result of a Qualifying Termination, the Executive will also be entitled during the Severance Period to payment to the Executive of the Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the Transition Date (excluding, for Good Reason due purposes of calculating cost, an employee’s ability to a material reduction in pay premiums with pre-tax dollars)) and subject to Executive’s Base Salaryvalid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp (as may be amended, modified or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the Company shall cease. (d) Subject to Section 6.5, in the event of the occurrence of the Transition Date as a result of a Qualifying Termination, such a portion of the Executive’s outstanding and unvested time-based restricted stock units and stock option awards granted to the Executive on October 3, 2022 (the “Subject Awards”) and scheduled to vest on October 3, 2023 shall vest as if the Executive had remain continuously employed with the Company through such date (the “Equity Acceleration Benefit”). Subject to Section 6.5, the Equity Acceleration Benefit shall occur as of the Release Effective Date (as defined below). Subject to Section 6.5, Executive and/or his affiliated trusts shall be the Base Salary in effect immediately prior permitted to such reduction) and (y) Annual Bonusretain, in each case, for the three (3) fiscal years ending immediately prior subject to the fiscal year in which terms and conditions of grant documents and the Qualifying Termination occurs. For the avoidance Eighth Amended and Restated Agreement of doubtLimited Partnership of Karman Topco L.P. as amended, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two supplemented or otherwise modified from time to time, (1) all vested Common Series C Units previously granted to Executive, and (2) times all Common Series C-2 Units previously granted to Executive. Company further agrees and acknowledges that it shall not purchase such units Common Series C Units or Common Series C-2 Units by means of a promissory note. (e) Following a Qualifying Termination the Average CompensationExecutive shall have no further rights to any compensation or any other benefits except as set forth in this Section 6.3 or as otherwise set forth in Section 5.7.

Qualifying Termination. IfIn addition, during the Term, if Executive incurs experiences a Qualifying TerminationTermination then, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”Section 2(e) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date hereof and Executive’s continued compliance with the provisions of Section 6 his obligations under Sections 4 - 7 hereof, the Company Executive shall pay or provide be entitled to Executive the following (in addition to the Accrued Obligations):receive: (i) The Company shall continue to pay to Executive amounts an amount in cash equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary disregarding any reduction in effect immediately prior salary giving rise to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance Good Reason, payable in substantially equal installments in accordance with the Company’s customary normal payroll practices during procedures (but not less frequently than monthly) over the Severance Period12-month period following the Date of Termination (the “Salary Severance”); provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to commence on the beginning first payroll date following the effective date of the second (2nd) such calendar year (Release, and any payments amounts otherwise payable prior thereto to such first payroll date shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)).without interest thereon; (ii) The a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay to Executive after such termination of employment, on a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) monthly basis, an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average monthly amount of the sum COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan in which Executive participated immediately preceding the Date of Termination, less the amount of Executive’s actual portion of such monthly premium as in effect immediately preceding the Date of Termination, until the earlier of (A) 18 months after the Date of Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) Base Salary any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (whichy) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the event of a resignation by Executive for Good Reason due to a material reduction period specified in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reductionsubsections (A) and (yB) Annual Bonus(or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, in each caseoutstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, for the three (3) fiscal years ending immediately prior as applicable, become exercisable with respect to the fiscal year number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in which continuous employment with the Company through the 12-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to the extent vested as of or in connection with the Qualifying Termination occurs. For Termination, shall remain exercisable until the avoidance three-year anniversary of doubtthe Date of Termination, but in no event shall beyond the sum outside expiration date of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensationeach such stock option.

Qualifying Termination. If, If the Executive's employment is terminated in a Qualifying Termination during the Term, Executive incurs a Qualifying TerminationProtection Period, then subject the Executive shall be entitled to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations):benefits: (i) The Company shall continue to pay to Executive amounts equal to a pro rata portion (based on the number of calendar days that have elapsed before the Executive’s then-current Base Salary (which, in 's Date of Termination) of the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary 's plan/target annual incentive award in effect immediately prior to such reduction) (for the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance fiscal year in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable andDate of Termination occurs; provided that, if the aggregate period during which Executive is entitled to consider and/or revoke receive a retention/stay bonus in connection with the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise Change in Control that is payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior with respect to the fiscal year in which the Executive's Qualifying Termination occurs. For , the avoidance of doubt, in no event Executive shall receive the sum greater of the Lump Sum Severance plus applicable stay or retention bonus or the Continued Salary Severance exceed pro rata plan/target bonus provided herein, but the Executive shall not be entitled to both the retention/stay bonus and the pro rata plan/target bonus provided herein; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to two (2) times the Average Compensationsum of (A) the higher of (I) the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or (II) the Executive's annual base salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award paid or payable to the Executive pursuant to the Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's threshold bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's threshold annual incentive bonus opportunity on or after a Change in Control; (iii) $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

Qualifying Termination. IfNotwithstanding Section 7(a) above, if the termination of this Agreement and Employee’s employment hereunder constitutes a Qualifying Termination (as defined below), then, in addition to Employee’s Accrued Obligations and subject to Section 7(c) below: (i) the Company shall be obligated to pay to Employee a severance payment (the “Severance Payment”) equal to the sum of (A) one (1) year of Employee’s Base Salary (at the rate in effect on the Termination Date) plus (B) one (1) times the amount of the Annual Bonus paid to Employee in the prior fiscal year (collectively, the “Severance Payment”). The Severance Payment shall be paid to Employee in a lump sum on the next regular Company pay date following the 60th day after the Termination Date; and (ii) if Employee timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Employee for a portion of the healthcare continuation payments under COBRA actually paid by Employee for the coverage period ending on the earlier of (A) the one (1) year anniversary of the Termination Date, and (B) the date Employee becomes eligible to obtain healthcare coverage from a new employer (“COBRA Assistance Period”), which portion will be equal to (x) the amount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage during the TermCOBRA Assistance Period, Executive incurs a Qualifying Termination, then subject less (y) the amount Employee would have been required to and conditioned upon Executive’s timely execution and non-revocation contribute toward health insurance coverage during the COBRA Assistance Period if Employee had remained an active employee of a general release of claims in a form prescribed by the Company (the “ReleaseCOBRA Assistance”). Employee agrees to immediately inform the Company if he becomes eligible to obtain alternate healthcare coverage from a new employer prior to the one (1) year anniversary of the Termination Date. Employee also agrees to remit to the Company, on a monthly basis and within thirty (30) days of the date of payment by Employee, paid invoices for each such monthly COBRA premium for which becomes effective Employee seeks reimbursement pursuant to this Section 7(b)(ii) and irrevocable no later than sixty such reimbursement (60to the extent required pursuant to this Section 7(b)(ii)) shall be made to Employee within thirty (30) days following the Company’s receipt of each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage after the one (1) year anniversary of the Termination Date Date, Employee will not receive reimbursement form the Company for any portion of the cost of such additional COBRA coverage. Notwithstanding anything set forth herein to the contrary, if and Executive’s continued compliance with to the provisions extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of Section 6 hereofthe law, the Company shall pay or use its commercially reasonable best efforts to provide to Executive Employee substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above. As used herein, the following (in addition to terms shall have the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, in no event shall the sum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the Average Compensation.respective meaning set forth below: