Retirement on Transition Date. Pursuant to your request, we have agreed that you will retire from full-time day to day service as Company’s Chief Financial Officer (“CFO”) on a future date which shall be mutually agreed upon, but no later than July 1, 2017 (such date as agreed upon is referred to in this Letter Agreement as the “Transition Date”). Except as expressly set forth in this Letter Agreement, you formally resign from all offices, positions, titles and capacities you now hold or have held with Company and its affiliates, effective on the Transition Date. Company hereby accepts this resignation. You acknowledge and agree that, provided you do not voluntarily terminate your employment with Company or Company does not terminate your employment for Cause (as defined in the Employment Agreement) prior to the Transition Date, (1) your retirement shall be considered a “Termination by Resignation” pursuant to Section 3.1(e) of the Employment Agreement and (2) for purposes of Company’s nonqualified deferred compensation plans, the Transition Date shall be the date of your “separation from service” as determined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). From the date of this Letter Agreement until the Transition Date, you will continue in your current capacity as Chief Financial Officer and an Executive Officer, managing the business and your team in a “business as usual” manner. As of the date of this Letter Agreement, you agree and acknowledge that the terms of this Letter Agreement supersede and replace any rights you may have upon a termination of employment under Section 3.2 of your Employment Agreement and as of the Transition Date, the term of your employment as CFO under the Employment Agreement shall expire.
