Common use of Separation Consideration Clause in Contracts

Separation Consideration. In consideration of Employee entering into this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with the Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release (as defined below), the Company agrees to (i) (A) not require Employee to repay $1.5 million of the sign-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Consideration.”

Separation Consideration. In As consideration for Employee’s agreements and releases set forth herein, following the later to occur of Employee entering into the (i) execution of this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with expiration of the Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release Revocation Period (as defined below)) and (ii) the Termination Date, and recognizing that without execution of this Agreement, Employee would not be entitled to any additional compensation beyond wages due, the Company agrees to provide Employee with the following benefits after the Termination Date, provided this Agreement becomes effective in accordance with Section 2.2 of this Agreement: (ia) the Company will pay Employee the aggregate sum of $182,500.00, which shall be paid in accordance with the Company’s normal payroll practices in one lump sum on the 60th day following the Termination Date, subject to payroll deductions and all required withholdings; (Ab) not require the Company agrees to use commercially reasonable efforts to cause Employee to repay $1.5 million continue to be included as a beneficiary under the Company’s directors’ and officers’ insurance policy in connection with Employee’s service as an officer of the sign-on bonus set forth Company prior to the Termination Date; (c) As of the day following the expiration of the revocation period referenced in Section 4(f) 2.2, Employee will be deemed to have vested in all stock options under the Original Stock Option Award Documents that would otherwise have vested had Employee remained employed through October 5, 2019. Employee will not further vest in any other stock options under the Original Stock Option Award Documents. The vested options shall be immediately exercisable in accordance with the applicable Original Stock Option Award Documents, subject to the same conditions as if the Employee had remained employed until October 5, 2019. All such vested stock options shall remain exercisable until the stock option termination date. All of the Employment Agreement Employee’s stock options that were vested and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 exercisable as of the Signing Termination Date (based on shall remain exercisable until the closing price expiration date of a share of LifeStance common such stock on Nasdaq on such dateoptions. Except as otherwise expressly provided herein, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related all stock options shall continue to be subject to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Original Stock Option Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation ConsiderationDocuments.”

Separation Consideration. In As consideration for Employee’s agreements and releases set forth herein, following the later to occur of Employee entering into the (i) execution of this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with expiration of the Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release Revocation Period (as defined below)) and (ii) the Termination Date, and recognizing that without execution of this Agreement, Employee would not be entitled to any additional compensation beyond wages due, the Company agrees to provide Employee with the following benefits after the Termination Date, provided this Agreement becomes effective in accordance with Section 2.2 of this Agreement: (ia) the Company will pay Employee the aggregate sum of $167,500.00, which shall be paid in accordance with the Company’s normal payroll practices in one lump sum on the 60th day following the Termination Date, subject to payroll deductions and all required withholdings; (Ab) not require the Company agrees to engage Employee to repay $1.5 million provide consulting services, and Employee agrees to provide consulting services, pursuant to the terms and conditions of the sign-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 consulting agreement attached hereto as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit EXHIBIT A hereto (the “RSA AmendmentConsulting Agreement”); (c) the Company agrees to provide for accelerated vesting use commercially reasonable efforts to cause Employee to continue to be included as a beneficiary under the Company’s directors’ and officers’ insurance policy in connection with Employee’s service as an officer of the time vesting portion Company prior to the Termination Date; (d) beginning on the first day of such Partnership Interest Awards ordinarily scheduled the month following the Termination Date and continuing through the earlier of the twelve (12) month anniversary of the first day of the month following the Termination Date or the date that Employee becomes eligible to vest through March 8receive health insurance coverage from another employer group health plan due to Employee’s employment with another employer, 2023 (without regard the Company shall pay to any accelerated vesting)Employee a monthly amount equal to the monthly premium cost paid by the Company, as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwiseTermination Date, except as may be provided for Employee’s medical and dental coverage under the Company’s group health insurance plan, in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 effect as of the Signing Date Termination Date, subject to all required withholding. Employee agrees to notify the Company within thirty (with 30) days after substantially similar health and welfare benefits become available to Employee from a subsequent employer; and (e) As of the day following the expiration of the revocation period referenced in Section 2.2, Employee will be deemed to have vested in all stock options under the Original Stock Option Award Documents that would otherwise have vested had Employee remained employed through August 4, 2019. Employee will not otherwise being entitled to further vest in any other vesting stock options under the Original Stock Option Award Documents. The vested options shall be immediately exercisable in accordance with the applicable Original Stock Option Award Documents, subject to the same conditions as if the Employee had remained employed until August 4, 2019. All such vested stock options shall remain exercisable until the stock option termination date. All of the Employee’s stock options that were vested and exercisable as of the Termination Date shall remain exercisable until the expiration date of such award through a Separation Date or otherwisestock options. Except as otherwise expressly provided herein, except as may all stock options shall continue to be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy subject to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation ConsiderationOriginal Stock Option Award Documents.”

Separation Consideration. In As consideration of Employee entering into for Executive’s agreements and releases set forth herein, and provided that this Agreement and complying has become effective in accordance with Employee’s obligations under this Agreement and any other agreements with the Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release (as defined below)Section 2.2, the Company agrees to (i) (A) not require Employee to repay $1.5 million of will provide the signfollowing as separation consideration: A. The Company will pay Executive a one-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value time, lump sum payment of $982,303 534,375, less required deductions and withholdings. This payment consists of Executive’s $450,000 annual base salary amount as of the Signing Separation Date (based on the closing price of plus a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date $84,375 pro rata bonus for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto 2017 (the “RSA AmendmentPro Rata Bonus”) to provide for accelerated vesting ). The lump sum severance payment will be paid in accordance with the Company’s regular payroll practices on the 60th day following the Separation Date (or upon Executive’s death, if earlier). B. Beginning on the Separation Date and continuing through the earlier of the time vesting portion twelve (12) month anniversary of the Separation Date or the date that Executive becomes eligible to receive health insurance coverage from another employer group health plan due to Executive’s employment with another employer, the Company shall pay Executive a monthly amount of $2,200 on its first regular payroll date each month during such Partnership Interest Awards ordinarily scheduled period, subject to vest through March 8, 2023 (without regard all required withholding. This amount is equal to any accelerated vesting), the monthly premium for Executive’s health care coverage under the Company’s health care plan as of the Signing Date Separation Date. Executive agrees to notify the Company within thirty (with Employee 30) days after substantially similar health and welfare benefits become available to her from a subsequent employer. C. As of the day following the expiration of the revocation period referenced in Section 2.2, Executive will be deemed to have vested in all stock options under the Original Stock Option Award Documents that would otherwise have vested had she remained employed through August 4, 2019. Executive will not otherwise being entitled to further vest in any other vesting of such award through a Separation Date or otherwise, stock options under the Original Stock Option Award Documents except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting case of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined occurring before August 4, 2019, in which case she will immediately vest in the Severance Policy) occurs within six months following a Separation Date, Employee remaining stock options under the Original Stock Option Award Documents as of the date of such Change in Control. The vested options shall be entitled to receive immediately exercisable in accordance with the severance payments and benefits set forth in the Severance Policy applicable Original Stock Option Award Documents, subject to the extent incremental same conditions as if the Executive had remained employed through the end of the Employment Period. All such vested stock options shall remain exercisable until August 4, 2026. All of the Executive’s stock options that were vested and exercisable as of the Separation Date shall remain exercisable until August 4, 2026. Except as otherwise expressly provided herein, all stock options shall continue to be subject to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation ConsiderationOriginal Stock Option Award Documents.”

Separation Consideration. In consideration for Executive’s execution of Employee entering into this Agreement within the twenty-one (21) day Consideration Period defined in Section 12(a) below, upon Executive’s receipt of this Agreement, and complying with Employee’s non-revocation of the same, and agreeing to abide by the terms contained herein and the post-termination obligations under this Agreement of the Executive Agreement, the Confidentiality, Invention Assignment, and any other agreements with Non-Solicitation Agreement, dated November 17, 2021, between you and the Company Group(the “Confidential Information Agreement”), and subject all outstanding equity award grants and agreements issued pursuant to Employee not revoking this Agreement and executing and not revoking the Release NextNav Inc. 2021 Omnibus Incentive Plan (as defined belowit has been and may be amended from time to time) (the “2021 Plan”) and the NextNav Holdings, LLC 2011 Unit Option and Profits Interest Plan (the “2011 Plan”) (as it has been and may be amended from time to time) (collectively, the “Equity Agreements”), the Company agrees to (i) (A) not require Employee to repay $1.5 million of the sign-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25collectively, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Consideration”): (a) Pay Executive the gross amount of $286,000 in a lump sum, less applicable required withholdings and deductions, no later than the next regular payroll date of the Company following May 10, 2024. (b) Provide the 2023 Annual Bonus in cash in a lump sum (payable simultaneous with the payment of the amounts due in 2(a) above in the amount of $102,388.06, less applicable withholdings and deductions); (c) provided that Executive properly elects continuation healthcare coverage under COBRA and the regulations thereunder, timely pays such COBRA premiums and timely submits proof of payment to Company, the Company will reimburse Executive (upon Executive’s submission to Company of adequate proof of payment by Executive) for Executive’s cost of continuation of group healthcare coverage under the Company’s group medical and dental plans pursuant Section 4980B of the Internal Revenue Code (“COBRA”) for Executive and his covered dependents for the shorter of: (1) twelve months following the Separation Date; (2) until Executive obtains subsequent employment; or (3) until Executive is covered under a new health insurance plan (“COBRA Benefits”). Executive agrees that he will inform the Company in the event of subsequent employment and/or obtaining of other healthcare coverage for purposes of termination of COBRA. Thereafter, Executive may continue coverage through COBRA, if eligible under applicable law, or Executive’s new health insurance plan, at Executive’s sole expense. COBRA continuation premiums paid or reimbursed pursuant to this Section 2(c) shall be capped at the coverage levels, if any, Executive elected during the Company’s last open enrollment period, and that were in place on the Separation Date. (d) Fully vest all of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav, LLC (“Legacy Equity Awards”) as of the date immediately prior to the Separation Date; (e) Fully vest all outstanding, unvested equity-based awards subject solely to time-based vesting (other than the Legacy Equity Awards and the TIP RSUs), that would have vested but for the termination of employment during the twelve (12) month period immediately following the Separation Date; (f) Executive acknowledges and agrees that, and in accordance with Section 8.3(b)(vi) of the Executive Agreement, (1) all outstanding, unvested restricted stock units relating to shares of the Company’s common stock granted following the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 9, 2021, entered into by and between the Employer, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (2) all outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Term (as that term is defined in the Executive Agreement) shall be subject and treated consistently with the terms of the applicable award agreement. The parties agree that Executive’s current equity awards as of the Separation Date, taking into account the consideration provided in this Section 2, are listed in Exhibit B. All equity referenced above shall continue to be governed by the applicable terms and conditions of the awards and plans, including the Plan.

Separation Consideration. 2.1 In consideration of Employee entering into (a) the Company’s receipt of this Agreement signed and complying with dated by Employee within the 21 day consideration period, (b) the Company’s receipt of a letter stating that Employee has not revoked his acceptance or execution of this Agreement (sent via email, personal delivery, or mail) in the form attached as Exhibit “A” and signed and dated at least eight days after Employee’s obligations under execution of this Agreement Agreement, and any other agreements (c) Employee’s compliance with the Company Group, and subject to Employee not revoking terms of this Agreement and executing and not revoking the Release (as defined below)Agreement, the Company agrees that the Employee shall be entitled to the amendments and modifications set forth in the Letter Agreement, dated as of July 1, 2019, by and between Employee and the Company (ithe “Letter Agreement”) attached as Addendum 1 as to certain stock options and restricted stock unit awards previously granted to the Employee pursuant to the 2013 Long-Term Incentive Plan (A) not require the “LTIP”), as detailed in Addendum 2 hereto. Employee agrees to repay $1.5 million acknowledge receipt of each of the signforegoing in writing (email is sufficient) upon the Company’s provision thereof and to unconditionally re-on bonus affirm all affirmations and releases contained in this Agreement in writing upon Employee’s receipt thereof. 2.2 Employee acknowledges and agrees that, except for the separation consideration described in Section 2.1 above and the payment of cash pursuant to Employee’s performance-based cash award agreement for the performance period of January 1, 2019 to December 31, 2019, Employee shall not accrue or receive any other compensation, commissions, bonuses, car allowance, employment benefits, stock and other equity grants or awards or any other consideration from the Company after the Employment End Date, and that the separation consideration described in Section 2.1 shall be the sole amounts paid to Employee pursuant to this Agreement. For the avoidance of doubt, except as set forth in Section 4(f2.1 above, Employee shall not be eligible for any future awards or grants under the LTIP. Furthermore, Employee acknowledges and understands that any existing restricted stock unit awards (x) that are not part of “pro rata” vesting pursuant to the “retirement provision” of the Employment Agreement LTIP and (By) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of that do not vest by the Employment Agreement, (ii) not require End Date shall be forfeited for no consideration by Employee pursuant to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25relating to the LTIP (i.e., 2022Employee’s combined 90,583 unvested time-vesting restricted stock units and unvested performance-based restricted stock units shall be forfeited as detailed in Addendum 2 hereto). Employee further understands and agrees that Employee’s right to benefits under Employer’s health and welfare benefit program, as amendedif any, as shall be limited to those set forth on Exhibit B hereto under Consolidated Omnibus Budget Reconciliation Act (the “RSU AmendmentCOBRA”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1), 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, which coverage Employee shall be entitled to receive elect at Employee’s own expense for the severance payments and benefits set forth in entirety of the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation ConsiderationCOBRA period.”

Separation Consideration. In Specifically in consideration of Employee entering into your signing and not rescinding this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with subject to the Company Grouplimitations, obligations, and subject other provisions contained in this Agreement, Broadview Institute agrees: (a) immediately prior to Employee not revoking this your termination, to accelerate the vesting of 50,000 shares of Broadview Institute restricted common stock granted to you pursuant to the Restricted Stock Agreement between Broadview Institute and executing and not revoking you dated as of February 4, 2008 (the Release (as defined below“Restricted Stock Agreement”), which shares are currently in the Company agrees possession of Broadview Institute and shall remain in its possession to (i) (A) not require Employee facilitate the delivery to repay $1.5 million Broadview Institute of the sign-shares purchased in accordance with clause (b) of this Section 2; and (b) to purchase from you, at a price of $1.00 per share (the “Purchase Price”), 100,000 shares of Broadview Institute common stock (such 100,000 shares referred to hereinafter as the “Vested Stock” and consisting of the 50,000 restricted shares vested pursuant to the preceding clause and the 50,000 shares granted to you pursuant to the Restricted Stock Agreement that previously vested on bonus February 4, 2008). You acknowledge that, as specified in the Restricted Stock Agreement, as a result of your termination of employment, as of the Effective Date all of your right to and interest in the remaining 150,000 unvested shares of restricted stock granted to you pursuant to the Restricted Stock Agreement have automatically been forfeited to Broadview Institute. You further agree to deliver the stock certificate(s) representing the 50,000 shares of Vested Stock currently held by you, as well as a properly executed assignment separate from certificate for all 100,000 shares of Vested Stock, medallion guaranteed by an eligible financial institution, to Broadview Institute at the time of or prior to the payment of the Purchase Price, and acknowledge that Broadview Institute shall have no obligation to pay the Purchase Price until and unless such certificate(s) and such assignment separate from certificate are delivered. Please note that if you exercise your right of rescission as set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date6 below, or the immediately preceding date for which a closing price is reported if Broadview Institute will have no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided perform under this Agreement are collectively referred Section 2 and you will be obligated to herein as the “Separation Considerationreturn to Broadview Institute any payment(s) or other consideration already received in connection with this Section 2.”

Separation Consideration. In consideration Provided that you comply with all of Employee entering into the terms of this Agreement and complying with Employee’s obligations under this Agreement and any other agreements Agreement, the Company shall provide you with the following severance benefits (the “Separation Benefits”): (a) the Company Groupwill make a separation payment to you within three (3) business days following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00), less all applicable withholdings and standard deductions; (b) all of your outstanding unvested stock options to purchase the Company’s common stock will become immediately and automatically vested in full; and (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to Employee not revoking this Agreement earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and executing and not revoking (d) provided that you timely exercise your right to continue your health insurance coverage under the Release Consolidated Omnibus Budget Reconciliation Act of 1985 (as defined below“COBRA”), the Company agrees will pay the monthly health insurance coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (ix) (A) not require Employee to repay $1.5 million the twelve month anniversary of the sign-Separation Date, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on bonus or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment this Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Consideration.”

Separation Consideration. In consideration of Employee entering into exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with as you are entitled to do as set forth below, upon the Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release Effective Date (as defined below), the Company ) ATEC agrees to do all of the following: (i) within five (A5) not require Employee to repay $1.5 million days of the sign-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock Effective Date, provide you with a value lump sum payment of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date300,000, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, less applicable payroll tax withholdings and deductions; (ii) not require Employee make payments for up to repay eighteen (18) months’ cost of COBRA coverage under ATEC’s group health plan for you and your family members who are entitled to such COBRA coverage, should you make a timely election for such coverage (the relocation payment set forth in Section 4(f) of the Employment Agreement, “COBRA Separation Pay”); (iii) amend allow you to retain ownership of your company-issued cellular phone, laptop computer and iPad, following removal of any ATEC confidential and/or proprietary information contained on said devices by the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) ATEC IT Department; and (iv) amend the Restricted Stock Unit Award Agreement dated April 25pay up to $10,000 for Executive Résumé and Transition Services (collectively, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive the severance payments and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Consideration”). The COBRA Separation Pay shall be paid by ATEC directly to its insurance carrier prior to such payment being due, and will continue until the earlier of June 30, 2020, or such time as you obtain coverage through alternate means. The Company is not required to pay you the Separation Consideration if you fail to sign, or if you revoke, this Agreement. You acknowledge that the Separation Consideration will represent wages and will be subject to income tax and other legally required withholding, and will be reported by the Company as income to you on an IRS Form W-2. You also agree that the Separation Consideration to be provided to you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that, except for the Separation Consideration, as of the Effective Date, you have been paid all wages and compensation due, and you are not now and other than as set forth in the Resignation Agreement, you shall not in the future be entitled to any compensation from ATEC including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. The preceding sentence does not include reimbursement for expenses that have been incurred in accordance with the Company’s polices prior to the Separation Date. By signing this Agreement and allowing the revocation period described in Section 6 to end, you represent that you have received all payments to which you are legally entitled other than Separation Consideration or any payments to be paid to you under the Resignation Agreement. You understand and agree that you will not receive the Separation Consideration unless you sign and deliver, and do not revoke, this Agreement, and fulfill the other promises contained herein. You agree that the Company has no independent legal duty to provide you with the Separation Consideration set forth in this Agreement, absent the terms of the Agreement itself. As such, you agree that the Separation Consideration represents an amount above and beyond that to which you would be entitled if you did not enter into this Agreement.”

Separation Consideration. In consideration for Executive’s execution of Employee entering into this Agreement within the Consideration Period defined in Section 14(a) below and complying with Employee’s non-revocation of the same, and agreeing to abide by the terms contained herein and the post-termination obligations under this Agreement of the Executive Agreement, the Confidentiality, Invention Assignment, and any other agreements with Non-Solicitation Agreement, dated November 17, 2021, between you and the Company Group(the “Confidential Information Agreement”), and subject all outstanding equity award grants and agreements issued pursuant to Employee not revoking this Agreement the 2021 Omnibus Incentive Plan and executing the 2011 Unit Option and not revoking the Release (Profits Interest Plan, as defined below), amended as restated as of October the Company agrees to the following (icollectively, the “Separation Consideration”): (a) Engage Executive during the Consulting Term (Aas defined in Section 4(e) not require Employee below) as an independent contractor to repay $1.5 million of perform consulting services for the sign-on bonus Company as described in and accordance with the terms set forth in Section 4(f) of the Employment this Agreement and (Exhibit B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A attached hereto (the “RSA AmendmentServices”), with the opportunity to extend the Term for subsequent period(s) upon mutual agreement between the Parties; (b) Pay Executive the gross amount of $364,000/Current Salary in a lump sum, less applicable required withholdings and deductions, on the next reasonably practicable regular payroll date of the Company following the Effective Date; (c) provided that Executive properly elects continuation healthcare coverage under COBRA and the regulations thereunder, the Company will pay the COBRA premiums necessary for the continuation of group healthcare coverage under the Company’s group medical and dental plans pursuant Section 4980B of the Internal Revenue Code (“COBRA”) for Executive and his covered dependents, as and when due to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 insurance carrier or COBRA administrator (without regard to any accelerated vestingas applicable), for the shorter of: (1) twelve months following the Separation Date; (2) until Executive is covered under a new health insurance plan, or (3) the cessation of Executive’s eligibility for the continuation coverage under COBRA (“COBRA Benefits”). Thereafter, Executive may continue coverage through COBRA, if eligible under applicable law, or Executive’s new health insurance plan, at Executive’s sole expense. COBRA continuation premiums paid or reimbursed pursuant to this Section 2(c) shall be capped at the coverage levels, if any, Executive elected during the Company’s last open enrollment period, and that were in place on the Separation Date. (d) Fully vest all of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav, LLC (“Legacy Equity Awards”) as of the Signing Date date immediately prior to the Separation Date; (e) Fully vest all outstanding, unvested equity-based awards subject solely to time- based vesting (other than the Legacy Equity Awards and the TIP RSUs), that would have vested but for the termination of employment during the twelve (12) month period immediately following the Separation Date; (f) Executive acknowledges and agrees that, and in accordance with Employee not otherwise being entitled Section 8.3(b)(vi) of the Executive Agreement, (1) all outstanding, unvested restricted stock units relating to any other vesting shares of such award through a Separation Date or otherwisethe Company’s common stock granted following the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, except dated as may be provided in of June 9, 2021, entered into by and between the following sentenceEmployer, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (iv2) amend all outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Restricted Stock Unit Award Agreement dated April 25, 2022, Term (as amended, as set forth on Exhibit B hereto (that term is defined in the “RSU Amendment”Executive Agreement) to provide for accelerated vesting shall be subject and treated consistently with the terms of the time vesting portion applicable award agreement; and (g) At the sole discretion of such Restricted Stock Unit Award Agreement ordinarily scheduled the Company’s new Chief Executive Officer, the Company may consider granting additional equity awards. All equity referenced in Sections 2(d), 2(e), and 2(f) shall continue to vest through April 1, 2023 be governed by all terms and conditions applicable to equity awards and plans. The parties agree that Executive’s current equity awards as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive with the severance payments and benefits set forth acceleration provided by subsections (d) through (f) above, are listed in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Consideration.”Exhibit C.

Separation Consideration. In As consideration of Employee entering into this Agreement and complying with for Employee’s obligations under this Agreement agreements and any other agreements with the Company Groupreleases set forth herein, and subject recognizing that without execution of this Agreement, Employee would not be entitled to Employee not revoking this Agreement and executing and not revoking the Release (as defined below)any additional compensation beyond wages due, the Company agrees to (i) (A) not require provide Employee with the following benefits, which are equivalent in amount to repay $1.5 million of the sign-on bonus set forth in Section 4(f) of benefits payable under the Executive Employment Agreement between Employee and (B) accept the surrender of the number of vested shares of LifeStance common stock with a value of $982,303 Company made as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such dateFebruary 6, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto 2013 (the “RSA AmendmentEmployment Agreement”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and (iv) amend case of an exercise by the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting Company of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control its Termination Right (as defined in the Employment Agreement), provided this Agreement becomes effective in accordance with Section 2.2 and Employee remains in compliance with his post-employment obligations to the Company: A. the Company will pay Employee the aggregate sum of $357,075, which is equal to the Severance PolicyAmount (as defined in the Employment Agreement) occurs within six and shall be paid in accordance with the Company’s normal payroll practices in one lump sum on January 15, 2016, subject to payroll deductions and all required withholdings; B. the Company will pay Employee $142,830, representing Employee’s a pro rata annual bonus for 2015, determined on the basis of an assumed full-year target bonus and the number of days in fiscal year 2015 that Employee was employed by the Company, to be paid no later than March 15, 2016, subject to payroll deductions and all required withholdings; C. continued vesting of all of Employee’s outstanding stock options, restricted stock awards and other equity awards held by Employee as of the date of this Agreement in accordance with the Original Award Agreements (as defined in the Employment Agreement) on the same basis as if Employee remained an employee of the Company for a period of one year immediately after the Termination Date, and all vested options shall remain exercisable until the termination date of such Original Award Documents; D. the Company agrees to use commercially reasonable efforts to cause Employee to be included as a beneficiary under any insurance policy (including any director and officer policy of insurance) under which Employee was covered as an officer prior to the Termination Date; and E. provided that Employee timely elects continued health insurance coverage under the federal COBRA law, the Company will pay Employee an amount equal to one-hundred percent of the cost of premiums for such health insurance continuation coverage during the twelve (12) months following a Separation Date, Employee the Termination Date which shall be entitled paid on January 15, 2016, subject to receive the severance payments payroll deductions and benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement are collectively referred to herein as the “Separation Considerationall required withholdings.”

Separation Consideration. In consideration of Employee entering into Ryder's cooperation as outlined in Section 15, full waiver and release of all claims as set forth herein, and provided Xxxxx signs and abides by the terms of this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with the returns all Company Group, and subject to Employee not revoking this Agreement and executing and not revoking the Release (as defined below)property, the Company agrees to provide Xxxxx the following equity that Xxxxx forfeited at the time of his separation from the Company (i) (A) not require Employee to repay $1.5 million of the sign"Separation Consideration"): • 377,644 Non-on bonus set forth in Section 4(f) of the Employment Agreement and (B) accept the surrender of the number of vested shares of LifeStance common stock Qualified Stock Options with a value of $982,303 as of the Signing Date (based on the closing an exercise price of a share of LifeStance common stock CAD 0.2200 expiring 3 months from the day MedMen Enterprises Inc. Shares are registered in the U.S. through an S-8 filing granted to Xxxxx on Nasdaq or about September 9, 2020. • 248,268 Restricted Stock Units granted to Xxxxx on such dateor about September 9, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of 2020, with the remaining repayment obligation related Units immediately forfeited. • 123,007 Restricted Stock Units granted to Xxxxx on or about July 30, 2019, with the sign-on bonus set forth in Section 4(f) of remaining Units immediately forfeited. Except as expressly stated herein, the Employment AgreementOptions and Restricted Stock Units identified herein shall be governed by the MedMen Enterprises Inc. 2018 Stock and Incentive Plan, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021any applicable notices and award agreements, as amendedwell as the Company's Xxxxxxx Xxxxxxx Policy. In addition, as set forth on Exhibit A hereto the 2020 grants of Options and Restricted Stock Units are also governed by the MedMen Enterprises, Inc. 2020 Employee Bonus Program (Stock Options and Restricted Stock Units); Notice of Stock Option Grant; MedMen Enterprises Inc. 2018 Stock and Incentive Stock Option Agreement; and the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) MedMen Enterprises Inc. 2018 Stock and (iv) amend the Incentive Plan Restricted Stock Unit Award Agreement dated April 25, 2022Agreement, as amendedapplicable, all as amended from time to time (collectively, "Plan Documents"). Ryder's January 1, 2021 separation from the Company shall be treated as a "Termination Not For Cause" under the Plan Documents. Xxxxx specifically aclmowledges and agrees that the Separation Consideration set forth on Exhibit B hereto (the “RSU Amendment”) to provide in this Section 2 constitutes adequate and full consideration for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee this Agreement. Xxxxx further acknowledges that he would not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee shall be entitled to receive this Separation Consideration under any employment agreement, employer policy, or any law, and that the severance payments and benefits set forth in Company would not have provided Xxxxx this consideration except for Ryder's agreement to all of the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under terms of this Agreement are collectively referred to herein as the “Separation ConsiderationAgreement.”

Separation Consideration. In consideration of Employee entering into for this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with the Company GroupSecond Release, and subject to Employee not revoking this Agreement and executing and not revoking the Release (as defined below)mutual covenants contained herein, the Company agrees is providing Executive additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including: a) Permitting Executive to (i) (A) not require Employee to repay $1.5 million of continue employment from the sign-on bonus set forth in Section 4(f) effective date of the Employment Transition Agreement entered into between the Company and Executive, and dated November 16, 2022 (B“Agreement”) accept through the surrender Separation Date, including Executive’s continued eligibility to receive a 2022 bonus, subject to all financial considerations, under the Company’s Management Incentive Plan (“MIP”) subject to the terms and conditions of the number MIP; b) Payment of vested shares fifty-two (52) weeks of LifeStance common stock with a value severance in the amount of $982,303 as 27,380.77 per week, paid in equal installments on the regular payroll dates for active employees, which may be changed by the Company from time to time, each of which installments shall be considered a separate payment for purposes of Section 409A of the Signing Date (based on Internal Revenue Code; c) Subsidizing premiums in the closing price of a share of LifeStance common stock on Nasdaq on such dateEcolab medical, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related prescription, dental and/or vision plans, to the sign-on bonus set forth extent that Executive is enrolled in Section 4(fand elects to continue such benefits under COBRA, during the severance period so that Executive will pay the active employee premium rate during the severance period; and d) of Providing outplacement services through Navigate Forward; provided that the Employment Agreementbenefits provided in subsections (a), (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreementb), (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentencec) and (ivd) amend the Restricted Stock Unit Award Agreement dated April 25of this Section 3 Separation Consideration will terminate and Company will be relieved of its obligations to pay additional amounts, 2022, as amended, as set forth on Exhibit B hereto (the “RSU Amendment”) to provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, Employee and shall be entitled to receive repayment of the severance payments and benefits set forth amounts described in subsection (b), if Executive either breaches any of the Severance Policy to Covenants, as defined in Section 2 of the extent incremental to the benefits provided herein. The compensation and benefits provided under this Agreement Agreement, or engages in a “competitive activity.” ​ ​ Engaging in a “competitive activity” means Executive is paid by or has any direct or indirect interest (except as a shareholder of less than 1% of a company whose shares are collectively referred to herein as the “Separation Considerationpublicly traded) in any business that develops, produces or sells any product or service that competes with a product or service of Ecolab or any of its subsidiaries.”