Common use of Separation Payments and Benefits Clause in Contracts

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

Separation Payments and Benefits. Provided that ExecutiveEmployee: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive Employee to the Company so that it is received by Cameron TurtleXxxxx Xxx Xxxxxxx, Chief Operating OfficerSenior Vice President, 221 Crescent StreetPeople, Built 1700000 Xxxxxxx Xxxx., Suite 102BXxxxx 000, WalthamXxxxxx, MA 02453 Xxxxxxxxxx 00000 (email: xxxxx@xxxxx.xxx) via DocuSign no later than 5:00 pm CT PT on September 22July 24, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive Employee shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of in an amount equal to $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation 196,500.00 payable in equal installments in accordance with the Company’s standard normal payroll procedures, with practices (semi-monthly 15th/End of month) for the initial payment to occur on the first payroll date 6 months following the 60th day following expiration of the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment dateRelease Revocation Period; (b) if Executive subject to Employee’s timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) and subject to Employee’s copayment of premium amounts at the active employees’ rate, reimbursement for the Company shall pay the full amount of Executive’s COBRA premiums on behalf the remainder of the Executive premiums for the ExecutiveEmployee’s continued coverage under and Employee’s covered dependents’ participation in the Company’s healthgroup health plans pursuant to COBRA for a period ending on the earliest of (A) 6 months from the Separation Date, dental (B) Employee becoming eligible for other employer-sponsored group health benefits or Medicare, and vision plans, including coverage for (C) the Executiveexpiration of Employee’s eligible dependents, for rights under COBRA. Employee agrees to promptly notify the Severance Period (as defined Company in the Severance Agreement);event that Employee becomes eligible for other employer-sponsored group health benefits or Medicare; and (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following upon the expiration of the Release Revocation Period but in no event later than December 31Period, 2023; 18,285 unvested restricted stock units (d“RSUs”) granted on March 17, 2023 pursuant to that certain Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units shall become fully vested effective as of the last day Separation Date, and for the avoidance of the Consulting Perioddoubt, all unvested Options scheduled to vested RSUs (including the RSUs that vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(dhereunder) and Section 5(c)) will vested stock options shall otherwise remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with subject to the terms of the applicable award agreements (the “Award Agreements; and (f”) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023all respects. Executive Employee acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party. Employee further acknowledges that as of the Separation Date, Employee automatically forfeited all then unvested RSUs and unvested stock options, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement and otherwiseCompany.

Separation Payments and Benefits. Provided that Subject to the Executive: (x) executes ’s compliance with the terms of this Agreement and returns a copy the non-revocation of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined belowin Section 4) and the Subsequent Release, following the Revocation Date (as defined in Section 16(f) of this Agreement); , the Company shall pay or provide the payments and (z) remains in compliance with the other terms and conditions benefits set forth below in this Agreement (including under Section 5), Executive shall receive full satisfaction of the following separation payments and benefits:obligations of the Company to the Executive. (a) The Company shall make to the Executive, within 30 days following the Revocation Date, a lump sum cash payment equal to $750,000, subject to applicable tax withholding; provided, however, that, during the period prior to the Resignation Date, the Executive shall have used his best efforts to have performed the work assignments reasonably requested by the Chief Executive Officer and shall not have resigned or taken vacation or leave of absence (other than his previously scheduled vacation from September 14–18, 2015, and any such vacation or leave of absence that is approved in advance by the Company in writing); and provided, further, that, on or before the Resignation Date, the Executive shall have delivered a comprehensive summary of such matters as the Chief Executive Officer shall reasonably request in order to ensure an effective transition of duties. (b) In consideration for the Executive’s agreement to consult with the Company during the period commencing on the Resignation Date and ending on the date that is five months following the Resignation Date (the “Consulting Period”), and subject to the Executive’s continued compliance with the covenants set forth in Sections 5, 6, and 7 of this Agreement, the Company shall pay the Executive, within 30 days following the Revocation Date, a lump sum cash payment equal to Executive aggregate severance payments $250,000, in consideration of $623,000 the Executive’s agreement to provide continuing services (the “Severance AmountConsulting Fee”), which Severance Amount shall be paid through salary continuation in equal installments in accordance . Either the Company or the Executive may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other Party with 30 days’ advance written notice of such termination. If the Company’s standard payroll procedures, Consulting Period is terminated by the Executive for any reason or by the Company with Cause prior to the initial payment to occur on the first payroll date that is five months following the 60th day following the Separation Resignation Date, with the first installment Executive shall repay to include the Company a catchup payment for amounts covering prorated portion of the period from Consulting Fee, determined as the product of the Consulting Fee multiplied by a fraction, the numerator of which is the number of days between the date of Separation the Executive’s termination of service and the date that is five months following the Resignation Date through and the first payment date;denominator of which is the number of days in the Consulting Period had it not been terminated. (bc) if During the Consulting Period, the Company shall provide the Executive timely elects with a payment (the “COBRA Subsidy”) each month equal to the monthly cost of continued coverage for the Executive and, where applicable, the Executive’s spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company; provided that the Executive is eligible for and timely elects COBRA continuation coverage. If the Consulting Period is terminated by the Company without Cause, the Company shall pay the full amount of Executive’s COBRA premiums on behalf of continue to provide the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of COBRA Subsidy through the date that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid is five months following the expiration of the Release Revocation Period but in no event later than December 31, 2023;Resignation Date. (d) effective as of The outstanding equity awards held by the last day of Executive shall continue to vest in accordance with their respective terms during the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of . If the Consulting Period is terminated by the Company without Cause, the Executive shall immediately become be fully vested in any outstanding equity award that would have vested by its terms between the date on which the Consulting Period terminates and exercisable;the date that is five months following the Resignation Date. (e) all vested Options (after giving effect Except as provided in Section 1 and this Section 3, the Executive shall be entitled to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day no other compensation and/or benefits of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or kind from any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseAffiliated Entities.

Separation Payments and Benefits. Provided Company hereby extends the following payments and benefits to Executive in exchange for Executive’s execution of the Releases set forth in Paragraphs 4 and 5 below. The parties agree that Executive: (x) executes Executive must execute this Agreement on or after September 11, 2015, and returns a copy prior to receiving the payments and benefits set forth in Paragraphs 3(a) through 3(e) below (which payments and benefits shall be paid and/or provided, as applicable, only once the seven-day revocation period following Executive’s execution of this Agreement that has been executed by Executive to expired, within the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions timeframes set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits:below): (a) the Company Lannett shall pay to Executive aggregate severance payments a gross payment of Five Hundred Thirty-Four Thousand Five Hundred Seventy Dollars and Twenty-Seven Cents ($623,000 534,570.27) (the “Severance AmountSeparation Payment”), which Severance Amount shall is equivalent to eighteen months of his final base salary (i.e. $356,380.18), net of applicable payroll deductions, in a lump sum within thirty (30) days of March 11, 2016. Executive understands that a Form W-2 will be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment issued to occur on the first payroll date following the 60th day following him for the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment datePayment received under this Paragraph 3(a); (b) if Should Executive timely elects continued elect continuation coverage under for medical, dental and/or vision coverage, as applicable, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay any premiums for COBRA coverage at the full amount of Executivesame level in which Executive participated in Company’s COBRA premiums on behalf of the Executive insurance plans under his Employment Agreement for the Executive’s continued coverage under eighteen (18) month period following the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement)Retirement Date; (c) the All outstanding Company shall pay stock options and restricted stock awards awarded to Executive a lump sum payment of $168,246.58 prior to the Retirement Date will be one hundred percent (the “Retention Bonus”100%) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration vested as of the Release Revocation Period but Retirement Date, provided that all other terms and conditions with respect to such stock options, including the requirement to exercise any outstanding options within a 90 day period after the termination of employment, shall remain in no event later than December 31, 2023full force and effect; (d) effective Company agrees to pay Executive at the same time as the Management Incentive Bonus is paid to other Company executives a pro-rated annual cash bonus for the current fiscal year in the amount of Forty-Two Thousand Six Hundred Forty-Eight Dollars and Seventy-Eight Cents ($42,648.78), which is based upon the last day number of the Consulting Period, days Executive was employed by Company in fiscal year 2016 and calculated as if all unvested Options scheduled targets and goals are achieved subject to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisableany applicable cap on cash payments; (e) all vested Options (after giving effect Company agrees to Section 2(d) and Section 5(c)) will remain outstanding pay Executive for six months following the last day his accrued, but unused, paid time off as of the Consulting Period and may be exercised during such period in accordance with the terms Retirement Date within thirty days of the Award Agreements; andhis execution of this Agreement without revoking same; (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay payments and benefits from set forth in Paragraphs 3(a) through 3(e) above constitute payment in full for the Company following, to which Executive agrees he is not otherwise entitled and which constitute consideration for the Releases set forth in Paragraphs 4 and 5 of this Agreement, which collectively release (inter alia) any entitlement he may otherwise have had to receive: his base salary at the final annualized rate of $356,380.18 for a period of eighteen months following the Retirement Date; any bonus monies for which Executive may have been eligible pursuant to Company’s Management Incentive Bonus, or any other discretionary or other bonus plans, had he remained employed with Company Party following the Retirement Date; all outstanding stock options, restricted shares, and other similar awards issued to Executive pursuant to the Severance Agreement Lannett 2006 and otherwise2011 Long-Term Incentive Plans or any other option, equity or incentive plan, whether vested or unvested (collectively, “Equity Awards”); premiums for continuation of health, dental and/or vision insurance benefits for Executive for an eighteen-month period; and all unused, but accrued, paid time off. Executive further acknowledges and agrees that Company shall have no further obligation to pay him any monies except as set forth in Paragraphs 3(a) through (e) above. In addition, Executive acknowledges and agrees that all outstanding Company stock options (except as vested and exercised pursuant to Paragraph 3(c)) and restricted shares (except as set forth in Paragraph 3(c) above) issued to Executive pursuant to any Equity Awards will be cancelled.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including As provided under Section 5)4.B of the Amended and Restated Employment Agreement effective March 24, Executive shall receive the following separation payments 2015 between Employer and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 me (the “Severance AmountEmployment Agreement”), Employer will provide me with the following Separation Payments and Benefits, less applicable tax withholdings and deductions: A. $6,500,000. This amount is made up of: (1) $2,000,000, which Severance Amount shall represents 24 months of my base salary, and (2) $4,500,000, which represents any bonus or incentive compensation paid or payable to me for the two most recent calendar years (excluding any equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments). This amount will be paid through salary continuation to me over 52 pay periods at the same time and in equal installments in accordance with the Company’s standard payroll proceduressame manner as the regular employee payroll, with the initial payment to occur beginning on the first payroll date following that occurs after the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf end of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12six-month period following the last day of Termination Date. The first payment will include those payments that would otherwise have been paid during the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months period following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; andTermination Date. (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each caseB. $12,000, to offset costs of COBRA, which amount will be paid in a lump sum within 30 60 days following the Termination Date. C. Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. I acknowledge that in order to comply with Internal Revenue Code Section 409A, due to my status as a "specified employee" at the time of my employment termination, no payments described in Section 2.A above will be made to me under this Agreement until the first payroll date that occurs after the end of the calendar quarter six-month period following the Termination Date. The payments otherwise due to me during that first six-month period will be paid to me in which such transaction is consummateda lump sum. Thereafter, in each case, in accordance the parameters established by the Compensation Committee balance of the Board of Directors Separation Payments will be paid to me over the remaining pay periods described above. I agree that if I am rehired or engaged as an independent contractor by Employer within 24 months after my Termination Date, I will no longer be entitled to the Separation Payments described in this Agreement as of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive date I begin work as severance pay and benefits from the Company a rehired employee or any other Company Party pursuant to the Severance Agreement and otherwiseas an independent contractor.

Separation Payments and Benefits. Provided that Subject to the Executive: (x) executes 's compliance with the terms of this Agreement and returns a copy the non-revocation of the release set forth in Paragraph 5 of this Agreement that has been executed by Executive to Agreement, following the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period Date (as defined belowin Paragraph 14 of this Agreement); , First PacTrust shall pay or provide the payments and (z) remains in compliance with the other terms and conditions benefits set forth in this Agreement (including below. a. In satisfaction of First PacTrust's obligations under Section 5)10(b)(i) of the Employment Agreement, First PacTrust agrees to severance pay for Executive shall receive in the following separation payments and benefits: (a) the Company shall pay amount of $832,000 payable to Executive aggregate severance payments in 24 equal monthly installments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur 34,667.00 commencing on the first payroll date business day coincident with or next following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from Resignation Date and on each one-month anniversary of the date of Separation Date through the first payment date; (b) if until paid in full, subject to any delay required by the next sentence. Notwithstanding anything in this Agreement to the contrary, because Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (is a "specified employee," as defined in Section 1.409A-1(i) of the Severance Agreement); U.S. Treasury Regulations, any and all amounts payable under Paragraph 2 a. on account of his termination of employment that would be payable (cbut for this provision) within six months following the Company Resignation Date, shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall instead be paid on the next business day following the expiration of that six-month period, or if earlier, on Executive's death, in each case with interest from the Release date on which payment would otherwise have been made, cal­culated at the mid-term applicable federal rate provided under Section 1274(d) of the Code. Notwithstanding Paragraph 9 of this Agreement, except as required by the applicable regulator, no amount or payment under this Paragraph 2 a. will be changed or affected by Section 16 of the Employment Agreement. As provided for in the Employment Agreement, in the event ofthe Executive's death, these payments will be made to his spouse or, in the event that she is not living, to his estate or designated beneficiary. b. In consideration for the cancellation of all of the Executive's equity compensation awards except for the vested restricted stock which are not being cancelled, which include (i) 9,321 shares of unvested restricted stock granted to the Executive on Novem­ber 1, 2010 and December 29, 2011 and (ii) 465,000 stock options granted on November 1, 2010 (including both the inducement grant and stock options granted in recognition of the Ex­ecutive's substantial assistance in connection with First PacTrust's raising of additional capi­tal), and in full satisfaction of First PacTrust's obligations under Section 10(b)(ii) of the Em­ployment Agreement, First PacTrust shall pay the Executive on the fifth business day following the Revocation Period but Date a lump sum cash payment of $503,830.40. The Executive represents and warrants that (i) the equity awards listed in the prior sentence is a complete and accurate list of all of the equity awards granted to the Executive during his employment (other than restricted stock awards that previously vested) and (ii) all outstanding equity awards held by the Execu­tive are hereby cancelled. c. In consideration for the Executive's agreement to consult with the Em­ployer as an independent contractor and not an employee, as mutually agreed upon following the termination of his employment (which shall in no event later than December 31, 2023; (d) effective require the Executive to provide services as a consultant that exceed 20 percent of the last day average level of services performed by the Consulting Period, all unvested Options scheduled to vest within Executive during the 12-month period prior to the Resignation Date), and subject to compliance with the covenants set forth in Paragraphs 4, 5 and 6 of this Agreement, First PacTrust shall pay the Executive on the fifth business day following the last day Revocation Date a lump sum cash pay­ment of $65,000. d. Except as provided in Paragraph 2 of this Agreement, the Consulting Period Executive shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect be entitled to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day no other compensation and/or benefits of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or kind from any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseAffiliated Enti­ties.

Separation Payments and Benefits. Provided that ExecutiveEmployee: (x) executes this Agreement on or after the Separation Date and returns a signed copy of this Agreement that has been executed by Executive it to the Company Company, care of Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxxxxxx.xxx), so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT the close of business on September 22the date that is twenty-one (21) days after Employee receives this Agreement, 2023and it is not subsequently revoked by Employee in accordance with Section 5; (y) does complies with the terms and conditions of the Consulting Agreement (including, by not revoke this Agreement during limited to, Section 7 of the Release Revocation Period (as defined belowConsulting Agreement); and (z) remains in compliance with satisfies the other terms and conditions set forth in this Agreement (including under Section 5)Agreement, Executive then: a. Employee shall receive a payment in the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments amount of $623,000 1,800,000, less applicable taxes and withholdings (the “Severance AmountSeparation Payment”), which Severance Amount shall . The Separation Payment will be paid through salary continuation in substantially equal installments in accordance with beginning no later than the Company’s standard payroll procedures, with first regularly scheduled pay date that occurs on or after the initial payment date that is 45 days following Separation Date (the “Initial Payment Date”) and ending on the regularly schedule pay date occurring on or first following the two year anniversary of the Initial Payment Date; and b. The vesting of the unvested stock option and restricted stock unit awards previously granted to occur Employee under the Company’s equity-based compensation plans that are outstanding immediately prior to the Separation Date (the “Outstanding Awards”) shall be partially accelerated such that each of the Outstanding Awards shall become vested as to the number of options or restricted stock units that would have vested on the first payroll vesting date following set forth in the 60th day following agreements evidencing the Outstanding Awards occurring after the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;. (b) if Executive c. If Employee timely elects continued to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health plans (the “Group Plans”) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay reimburse Employee in an amount equal to the full difference between the amount of Executive’s COBRA premiums on behalf Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Executive Company pay for the Executive’s continued same or similar coverage under such Group Plans that would otherwise be payable by Employee for continued health or welfare benefits provided to Employee and Employee’s dependents pursuant to COBRA, less applicable taxes (the “COBRA Payment”), for a period of 24 (twenty-four) months following the Separation Date (the “Reimbursement Period”). Each reimbursement of the COBRA Payment shall be paid to such Employee on the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined first regularly scheduled pay date in the Severance Agreement); (c) calendar month immediately following the calendar month in which such Employee submits to the Company documentation of the applicable premium payment having been paid by such employee, which documentation shall pay be submitted by such Employee to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 within thirty (30) days following the “Incentive Agreement”), date on which Retention Bonus the applicable premium payment is paid. Employee shall be paid following eligible to receive the expiration of COBRA Payment until the Release Revocation Period but in no event later than December 31, 2023; earliest of: (dA) effective as of the last day of the Consulting Reimbursement Period, all unvested Options scheduled (B) the date Employee is no longer eligible to vest within receive COBRA continuation coverage, and (C) the 12-month period following date Employee becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the last day foregoing, if the provision of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may benefits described in this paragraph cannot be exercised during such period in accordance with the terms of the Award Agreements; and (f) provided in the event that any salemanner described above without penalty, licensing, disposition, tax or monetization transaction or multiple transactions relating to pegtarviliase or any of other adverse impact on the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, then the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by shall determine an alternative manner in which the Company in may provide substantially equivalent benefits to Employee without such transactions, plus (ii) 0.5% of adverse impact on the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Company. Executive Employee acknowledges and agrees that the consideration referenced described in this Section 2 represents the entirety of the amounts Executive Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Affiliate (as defined below) and that Employee has no entitlement to any further severance pay or benefits, and Employee was not entitled to receive the Severance Separation Payment but for Employee’s entry into this Agreement and otherwisesatisfaction of the terms herein.

Separation Payments and Benefits. Provided Company hereby extends the following payments and benefits to Executive in exchange for Executive’s execution of the Releases set forth in Paragraphs 4 and 5 below. The parties agree that Executive: (x) executes Executive must execute this Agreement on or after December 31, 2017, and returns a copy prior to receiving the payments and benefits set forth in Paragraphs 3(a) through 3(e) below (which payments and benefits shall be paid and/or provided, as applicable, only once the seven-day revocation period following Executive’s execution of this Agreement that has been executed by Executive to expired, within the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions timeframes set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits:below): (a) the Company Lannett shall pay to Executive aggregate severance payments a gross payment of Two Million Two Hundred Five Thousand Dollars and Zero Cents ($623,000 2,205,000.00) (the “Severance AmountPayment”), which is equivalent to thirty-six (36) months of his final annual base salary (i.e. $735,000.00), net of applicable payroll deductions. Pursuant to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and pursuant to the Employment Agreement, the Severance Amount Payment shall be paid through salary continuation in equal monthly installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur over a twelve (12) month period commencing on the first payroll date following the 60th ninetieth (90th) day following the Separation Termination Date—i.e. on March 31, 2018—with the first installment installments otherwise due on or before June 30, 2018 to include a catchup payment be paid on July 1, 2018, and all remaining installments to be paid in equal monthly amounts prior to March 31, 2019. Executive understands that Form(s) W-2 will be issued to him for amounts covering the period from Severance Payment received under this Paragraph 3(a). Company shall escrow the date of Separation Severance Payments in an escrow account (the “Escrow Account”) established by Company’s counsel or another third party acting as escrow agent promptly after the Effective Date through the first payment dateuntil such funds are paid to Executive; (b) if Should Executive timely elects continued elect continuation coverage under for medical, dental and/or vision coverage, as applicable, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the reimburse Executive for any premiums for COBRA coverage and/or Medicare Part B and supplemental insurance of his choice at the Executive’s continued coverage under the same level in which Executive participated in Company’s health, dental and vision plans, including coverage insurance plans under his Employment Agreement for the Executive’s eligible dependents, for eighteen (18) month period following the Severance Period (as defined in the Severance Agreement)Termination Date; (c) the All outstanding Company shall pay stock options and restricted stock awards awarded to Executive a lump sum payment of $168,246.58 prior to the Termination Date will be one hundred percent (the “Retention Bonus”100%) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration vested as of the Release Revocation Period but Termination Date, provided that all other terms and conditions with respect to such stock options, including the requirement to exercise any outstanding options within a 90 day period after the termination of employment, shall remain in no event later than December 31, 2023full force and effect; (d) effective Company agrees to pay Executive a pro-rated annual cash bonus for the current fiscal year in the amount of Three Hundred Sixty-Seven Thousand Five Hundred Dollars ($367,500.00) (the “Bonus Payment”), which is based upon the number of days Executive was employed by Company in fiscal year 2018 through December 31, 2017 and calculated as of if all targets and goals are achieved subject to any applicable cap on cash payments. Pursuant to Section 409A and pursuant to the last day of Employment Agreement, the Consulting Period, all unvested Options scheduled to vest within the Bonus Payment shall be paid in equal monthly installments over a twelve (12-) month period commencing on the ninetieth (90th) day following the last day of Termination Date—i.e. on March 31, 2018—with the Consulting Period installments otherwise due on or before June 30, 2018 to be paid on July 1, 2018, and all remaining installments to be paid in equal monthly amounts prior to March 31, 2019. Executive understands that Form(s) W-2 will be issued to him for the Bonus Payment received under this Paragraph 3(d). Company shall immediately become fully vested and exercisableescrow the Bonus Payment in the Escrow Account; (e) all vested Options (after giving effect Company agrees to Section 2(d) pay Executive for his accrued, but unused, paid time off and Section 5(c)) will remain outstanding for six months following the last day automobile allowance as of the Consulting Period and may be exercised during such period in accordance with the terms Termination Date within thirty days of the Award Agreements; andhis execution of this Agreement without revoking same; (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay payments and benefits from set forth in Paragraphs 3(a) through 3(e) above constitute payment in full for the Company severance benefits provided for in the Employment Agreement (for which Executive must execute a release of all claims), and constitute consideration for the Releases set forth in Paragraphs 4 and 5 of this Agreement, which collectively release (inter alia) any entitlement he may otherwise have had to receive: his base salary at the final annualized rate of $735,000.00 for a period of thirty-six (36) months following the Termination Date; any bonus monies for which Executive may have been eligible pursuant to Company’s Executive Compensation Program, or any other discretionary or other bonus plans, had he remained employed with Company Party following the Termination Date; all outstanding stock options, restricted shares, and other similar awards issued to Executive pursuant to the Severance Agreement Lannett 2006 and otherwise2011 Long-Term Incentive Plans or any other option, equity or incentive plan, whether vested or unvested (collectively, “Equity Awards”); premiums for continuation of health, dental and/or vision insurance benefits for Executive for an eighteen (18) month period; and all unused, but accrued, paid time off. Executive further acknowledges and agrees that Company shall have no further obligation to pay him any monies in connection with his employment with Company except as set forth in Paragraphs 3(a) through (e) above. In addition, Executive acknowledges and agrees that all outstanding Company stock options (except as vested and exercised pursuant to Paragraph 3(c) above) and restricted shares (except as set forth in Paragraph 3(c) above) issued to Executive pursuant to any Equity Awards will be cancelled.

Separation Payments and Benefits. Provided that (a) On the Separation Date, the Company will pay or provide to Executive any accrued but unpaid base salary through the Separation Date (which will be paid on the next regularly scheduled pay date), any accrued vested but unpaid benefits to which Executive may be entitled under the Company’s employee benefit plans, policies, and arrangements through the Separation Date (paid or provided in accordance with and subject to the terms of such plans, policies and arrangements), and any unpaid reasonable and necessary business expenses incurred by Executive during Executive: (x) executes this Agreement ’s employment in the performance of his duties and returns a copy of this Agreement that has been executed responsibilities to the Company prior to the Separation Date and otherwise timely and properly submitted by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments for reimbursement in accordance with the Company’s standard payroll proceduresapplicable plans, with the initial payment to occur on the first payroll date following the 60th day following the Separation Datepolicies, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;or arrangements. (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that [(i) he has been granted the consideration following options to purchase shares of the Company's Common Stock that remain outstanding as of the date of this Agreement (collectively, the "Options"): 22,950 Option shares from an Option grant on September 10, 2013] [which have fully vested and are exercisable on the date of this Agreement], 22,950 Option shares from an Option grant on October 6, 2015 which have fully vested and are exercisable on the date of this Agreement and 11,450 Option shares from an Separation and Transition Agreement - Xxxx Xxxx.v8 Option grant on January 8, 2018 which have fully vested and are exercisable on the date of this Agreement; (ii) he has been granted the following restricted stock units in the Company ("RSUs") that remain outstanding and have not vested on or prior to the date of this Agreement and have not vested on or prior to the date of this Agreement: 132,330 RSUs from an RSU grant on February 4, 2021 (the "2021 RSU Grant") and 55,555 RSUs from an RSU grant on March 6, 2023 (the "2023 RSU Grant"); and (iii) Executive's interests in all other options and restricted stock units not referenced in this Section 2 represents 6(a) that were previously granted to Executive have all vested and either been exercised or issued and delivered by the entirety Company to Executive prior to the date hereof, as applicable. The Parties acknowledge and agree that, from and after the date hereof, (1) the Equity Agreements are hereby amended as provided in Sections 7(a) and (b) of this Agreement and (2) except as expressly provided in the amounts Equity Agreements and Sections 7(a) and (b) of this Agreement, Executive is eligible does not have and shall not have or be entitled to, and shall not initiate or pursue any Claims for, any rights or interests with respect to receive any Options, RSUs or other restricted stock units, stock options, compensatory equity or equity-based award or incentive of or from, or any other equity ownership interest in, the Company or its affiliates. (c) Executive acknowledges and agrees that, except as severance pay expressly set forth in Sections 6 and 7 of this Agreement or as required by applicable law, Executive does not have and shall not have or be entitled to, and shall not initiate or pursue any Claims for, any bonus (including, without limitation, with respect to the Company’s fiscal year 2022 or 2023 performance), severance, benefits or other compensation of any kind or nature from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseits affiliates.

Separation Payments and Benefits. Provided that In consideration of the Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive 's service to the Company so and the Executive's agreement to comply with the terms of this Agreement, the Company and the Executive mutually agree that it his separation from service from the Company shall be treated as a termination by the Company without "cause" (as such term is received by Cameron Turtledefined in the Employment Agreement) pursuant to Section 5.4 of the Employment Agreement. In accordance with Section 5.4 of the Employment Agreement, Chief Operating Officerthe Executive is entitled to (i) any earned but unpaid salary and declared but unpaid bonus, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023payable within 15 days following the Termination Date; (yii) does subject to Section 9 hereof, any deferred compensation to which the Executive is entitled in accordance with the term and conditions of the applicable arrangements, (iii) the Retirement Benefit payable, subject to Section 9 hereof, in a lump sum within 30 days following his Termination Date; (iv) an annual cash incentive bonus in respect of the Company's 2011 fiscal year, to the extent that the applicable performance goals are met for the 2011 fiscal year, and paid when 2011 fiscal year annual cash incentive bonuses are paid to senior management generally, (v) severance equal to one year of the Executive's base salary immediately prior to the Termination Date, less $65,000 representing the cost of personal use of an airplane supplied by the Company prior to the Termination Date, payable, subject to Section 9 hereof, in a lump sum within 30 days following his Termination Date; (vi) the employee discount on Company merchandise generally applicable to active employees from time to time, for the Executive and his spouse on the date hereof, for each of their respective lifetimes, (vii) payment in respect of accrued but untaken vacation in accordance with Company policy, payable within 15 days following the Termination Date, (viii) outstanding restricted stock unit awards that have not revoke this Agreement during been paid by delivery of stock prior to the Release Revocation Period Termination Date (which shall continue to be paid, without pro-ration, by delivery of stock in the same manner on the anniversary of the grant on the same schedule as defined belowif the Executive's employment had not terminated); (ix) outstanding long-term performance restricted stock unit awards that have not been paid by delivery of stock prior to the Termination Date (which shall continue to vest, without pro-ration, and be paid on the same schedule by delivery of stock in the same manner upon vesting, to the extent that the performance goals established at the time of grant are met, as if Executive's employment had not terminated); and (zx) remains in compliance with outstanding stock options (which shall be exercisable until the other terms and conditions earlier of (I) the expiration date set forth in this Agreement the stock option award agreement, or (including under Section 5), Executive shall receive the following separation payments and benefits: II) (aA) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of options that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective are vested as of the last day Termination Date, one year after the Termination Date and (B) for options that are not vested as of the Consulting PeriodTermination Date, one year after the vesting date when such options (which shall continue to vest) first become exercisable); provided, however that notwithstanding the forgoing and anything in this Agreement or the Employment Agreement to the contrary, all unvested Options scheduled restricted stock unit awards, long-term performance restricted stock unit awards, and stock option awards that were made or granted within six months prior to the Termination Date shall terminate and shall never vest within or become exercisable. In addition to the 12-month period following the last day foregoing benefits, as of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only thenTermination Date, the Company will pay Executive shall be entitled to Executive a cash bonus equal to: (i) 1.0% retirement health insurance pursuant to Section 5.3.2 of the value of Employment Agreement, provided that the upfront consideration received by the Company in such transactionsExecutive shall pay all associated premiums for coverage, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to remaining balance in Executive's account under the Company in such transactionsLong Term Incentive Cash Plan, in each case, to be paid payable within 30 days following the Termination date, and (iii) reimbursement for any unpaid business expenses pursuant to Sections 3.6 and 5.7 of the end of Employment Agreement, payable within 15 days following the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseTermination Date.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement Upon Employee’s execution and returns delivery to Employer of a copy general release of this Agreement that has been executed by Executive all claims against Employer and others on or within 15 days after the Termination Date, in the form set forth as Exhibit A hereto, which general release is not revoked, Employee shall be entitled to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive A. Pay Employee an aggregate severance payments cash sum of $623,000 (the “Severance Amount”)196,449, which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur payable one-half on the first regular payroll date following the 60th day following the Separation Date, with effective date of the general release and the second one-half on the first installment regular payroll date in January, 2009. B. Maintain and provide to include a catchup payment for amounts covering the period from the date of Separation Date through Employee, at no cost to Employee, until the first payment date; anniversary of the Termination Date participation in the following employee benefit plans in which he participated on the Termination Date: health and dental benefits on the same terms as active employees as in effect on the Termination Date; provided, (bi) if Executive timely elects continued coverage such health and dental benefits shall be concurrent with Employee’s continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (ii) if Employer during such one-year period shall terminate or materially reduce any such health and dental benefits offered to active employees, Employer shall arrange to provide Employee substantially similar benefits for the Company shall pay the full amount of Executive’s COBRA premiums on behalf unexpired portion of the Executive for one-year period as provided prior to such termination or material reduction; and (iii) clause (ii) notwithstanding, Employer shall discontinue such benefits to Employee during the Executive’s continued coverage one-year benefit period to the extent that Employee is entitled to substantially similar benefits in connection with full-time employment with a subsequent employer or otherwise. C. On the date of the first installment payment under the Company’s healthparagraph 2(A) hereof, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company Employer shall pay to Executive Employee a cash lump sum payment of $168,246.58 (6,316. This amount is paid to Employee in lieu of continuing benefits for one year following the “Retention Bonus”) in accordance with Termination Date, and which amount represents the premium required to continue group life insurance and group long-term disability insurance benefits for such period, because Employer is prohibited from providing such benefits on a post-employment basis under the terms of that certain Incentive Agreement between Executive the Employer’s applicable benefit plans and underlying group insurance contracts. Employer shall assist and cooperate with Employee in obtaining a conversion and assignment of such life insurance and long-term disability insurance contracts to Employee from the Company dated June 21insurer. D. On the date of the first installment payment under paragraph 2(A) hereof, 2023 (the “Incentive Agreement”)Employer shall pay to Employee a cash lump sum of $12,500, which Retention Bonus but for this Agreement would not be payable to Employee. Employee acknowledges that he will forfeit all unvested restricted stock and other unvested long-term incentives on the Termination Date, and all vested stock options will be exercisable following the Termination Date, as provided under the terms of the applicable incentive plans and award agreements thereunder. E. Notwithstanding Employee’s termination of employment prior to the date 2007 annual bonuses are payable, Employee shall be paid following entitled to receive a bonus for fiscal year 2007 to the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested extent earned based on performance and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period otherwise payable in accordance with the terms of the Award Agreements; and executive annual incentive plan which (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration but for this Agreement otherwise would not be payable to the Company in such transactions, in each case, Employee) shall be payable when bonuses are payable to be paid within 30 days senior executives of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay Employer. F. The payments and benefits from the Company or any provided to Employee under this paragraph 2 shall be subject to standard tax withholding and other Company Party pursuant to the Severance Agreement and otherwiseapplicable deductions.

Separation Payments and Benefits. Provided that The Company shall provide Executive with all base salary earned by him in the pay period immediately preceding the Separation Date in the Company’s last regular payroll period in December 2012. In addition, and as consideration for Executive: (x) executes ’s entry into this Agreement and returns a copy of this Agreement that has been executed by Executive to Agreement, the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsshall: (a) the Company shall pay to Provide Executive aggregate with a total severance payments payment of $623,000 750,000, less applicable taxes and withholdings (the “Severance AmountPayment”), which such Severance Amount Payment shall be paid through salary continuation in divided into eighteen (18) substantially equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Dateinstallments, with the first installment to include a catchup being paid on the Company’s last regular payroll date in January 2013 and the remaining seventeen (17) installments being paid in the Company’s last regular payroll dates that occur in each of the following seventeen (17) months such that the last installment payment for amounts covering of the period from Severance Payment shall be made in the Company’s last regular payroll date of Separation Date through the first payment datethat occurs in June 2014; (b) Provide Executive with a one-time payment of $500,000, less applicable taxes and withholdings, (the “One-Time Payment”), which such payment shall be paid on December 31, 2012; and (c) For the portion, if any, of the 18-month period that follows the Separation Date that Executive is eligible to elect, and timely elects continued elects, to continue coverage for himself and his eligible dependents, if any, under the Company’s group health and dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the reimburse Executive for the Executive’s continued coverage under COBRA premium that Executive pays in order to effect such continuation coverage, which such reimbursement shall be paid within fifteen (15) days after Executive submits documentation to the Company evidencing his monthly premium payment to effect applicable continuation coverage; provided, however, that Executive must submit such documentation within ten (10) days of his applicable premium payment; and provided further that the Company’s health, obligations under this Section 2(c) shall cease if Executive elects to participate in the group health or dental and vision plansplan of another employer, including coverage for the Executivea spouse’s eligible dependents, for the Severance Period employer (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus any such participation shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable promptly reported to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Executive). Executive acknowledges and agrees that it is his sole responsibility to elect and maintain COBRA coverage to be eligible for the consideration benefit referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise2(c).

Separation Payments and Benefits. Provided that Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive delivering to the Company a General Release of Claims substantially in the form attached hereto as Exhibit A (the “Release of Claims”) within twenty-three (23) days following the Termination Date and Executive not revoking the Release of Claims within the seven (7)-day period following his execution of such agreement (the “Revocation Period”) and Executive: (x) executes ’s performance of his continuing obligations pursuant to this Agreement and returns a copy that certain Employee Invention and Confidentiality Agreement entered into between Executive and the Company, as of this Agreement that has been executed by September 7, 2007 attached here to as Exhibit B (the “Confidentiality Agreement”) to provide Executive to the severance benefits set forth below. Specifically, the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (and Executive agree as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsfollows: (a) Severance. For the twelve (12) month period commencing on the Termination Date (the “Severance Period”), the Company shall pay to Executive aggregate severance payments his base salary in effect as of $623,000 the Termination Date (the “Severance Amount”aggregate amount for such twelve (12)-month period, $314,675), which Severance Amount subject to continuing compliance by Executive with the terms hereof, the Confidentiality Agreement and the Release of Claims; such payments shall be paid through salary continuation made in substantially equal installments on a periodic basis in accordance with the Company’s standard normal payroll procedurespractices; provided, with however, that the initial first payment to occur under this Section 4(a) shall be made on the first payroll date following the 60th day following expiration of the Separation Date, Revocation Period without Executive having revoked the Release of Claims and with the first installment such payment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay any installments not made prior to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxxxx Xxxxxx, Chief Operating Officer, 221 Crescent Street000 Xxxxxxxx Xxxxxx, Built 17Xxxxx 00, Suite 102BXxxxx 000X, WalthamXxxxxxx, MA 02453 XX 00000 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy In connection with his separation of this Agreement that has been executed by Executive service from the Company, Employee shall be entitled to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsfollowing: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid His unpaid base salary through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with payable within 30 days of the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment dateEffective Date; (b) if Executive timely elects continued coverage Any other compensation which has been earned, accrued or is owing, under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf terms of the Executive for applicable plan, program or practice, to Employee as of the Executive’s continued coverage Separation Date but not paid, including, without limitation, any incentive awards under the Company’s healthIncentive Compensation Performance Plan (“Bonus Plan”), dental and vision plans, including coverage for payable within 30 days of the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement)Effective Date; (c) the Company shall pay to Executive a lump sum payment of $168,246.58 Any amounts which Employee had previously deferred (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”including any interest earned or credited thereon), which Retention Bonus shall be paid following pursuant to the expiration of the Release Revocation Period but in no event later than December 31, 2023; Company’s 401(k) Plan (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period payable in accordance with the terms of the Award Agreements; and (fplans) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of and the Company’s legacy development-stage assets Nonqualified Savings and Supplemental Plan (payable no earlier than the date that is consummated prior to June 23six (6) months after the Separation Date (or, 2024if earlier, thenhis date of death), and only then, the Company will pay to Executive a cash bonus equal to: no later than ten (i10) 1.0% business days thereafter); (d) Reimbursement of the value of the upfront consideration received unpaid business expenses incurred in connection with Employee’s duties and responsibilities and in accordance with policies established by the Company in such transactionsBoard from time to time and upon receipt of appropriate documentation, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end date the Company receives the appropriate documentation; (e) $364,500 representing Employee’s pro rata Fall 2005 cash and stock based incentive compensation, payable within 30 days of the calendar quarter Effective Date; (f) Employee’s current base salary and target bonus (calculated for this purpose at 100% of his current base salary) that would have been paid for the period beginning on the Separation Date and ending on May 17, 2007 (the “Severance Period”), payable within 30 days of the Effective Date; (g) the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan II dated May 17, 2004 (the “SERP”) is hereby terminated and, in satisfaction of all benefits thereunder, Employee will be paid in a lump sum payment, no later than December 31, 2005, the present value of the annuity payable to him beginning at age 57, determined using the actuarial assumptions specified in the SERP; (h) The Company shall pre-pay, by November 1, 2005, the remaining term life insurance premiums with respect to Employee’s $8,000,000 death benefit for the Severance Period; (i) all outstanding stock options held by Employee as of the Separation Date shall vest on the Separation Date and shall remain exercisable beginning on the Effective Date for their full term, as set forth on Appendix A of this Agreement; (j) all outstanding restricted shares and any other equity grants held by Employee as of the Separation Date shall vest on the Separation Date and be deposited in Employee’s brokerage account, net of tax withholding, no later than the Effective Date, as set forth on Appendix A of this Agreement; (k) $40,000 grossed-up for taxes (using a effective tax rate of 43.45%) in satisfaction of the Company’s obligation to continue Employee’s welfare benefits that he otherwise would have been entitled to during the Severance Period, payable within 30 days of the Effective Date; (l) $488,685 in satisfaction of the Company’s obligation to provide Employee with the benefits that Employee would have received had he been a participant during the Severance Period in the Company’s pension benefit plans, programs and arrangements in which such transaction is consummatedhe was participating immediately prior to the Separation Date, in each case, in accordance including without limitation any employer contributions that would have been made during the parameters established by Severance Period under the Compensation Committee terms of the Board of Directors applicable plans, no later than December 31, 2005; (m) three (3) weeks unused vacation up through the Separation Date, payable within 30 days of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from Separation Date; and (n) the Company or any other Company Party pursuant agrees to the Severance Agreement and otherwisereimburse Employee for his reasonable legal fees incurred in connection with this Agreement, but not to exceed $20,000.

Separation Payments and Benefits. Provided that Executive: (x) executes In consideration for your execution of and compliance with the terms and conditions in this Agreement including, but not limited to, your consent to the Release set forth in paragraph 3 below: (a) The Company agrees to pay you the equivalent of twelve (12) months of your current annual base salary of $472,500 to be payable in a lump sum on the Termination Date. (b) With respect to your outstanding equity awards set forth on Exhibit B, such awards shall vest on the Termination Date and returns you shall be entitled to exercise any options within 90 days following the Termination Date after which such time any unexercised options shall terminate. (c) The Company agrees to pay you an amount equal to any and all reasonable and necessary unreimbursed business expenses incurred by you on behalf of the Company prior to the Termination Date. (d) The Company agrees to provide you with twelve (12) months of group health insurance coverage (i.e., medical and dental coverage) at the Company’s expense, under a copy Bermuda health and welfare plan substantially similar to the plan offered to employees of the Company based in Bermuda and as such plans may be amended from time to time. (e) In lieu of repatriation benefits as stated in paragraph 3(f) of your Employment Agreement, the Company will pay you an additional $25,000.00 in a lump sum on the Termination Date. (f) The payments, benefits and awards contemplated by paragraphs 2(a), 2(b), 2(d), 2(e) above shall be made provided that this Agreement that has been executed becomes effective (as provided for in paragraph 9 below). Notwithstanding the foregoing, the Company shall have no obligation to provide you with the payments, benefits or awards contemplated by Executive paragraphs 2(a), 2(b), 2(d), and 2(e) above in the event your employment is terminated by the Company for Cause as determined by the Board of Directors of AXIS Capital Holdings Limited (“Parent”) pursuant to paragraph 3(a)(iii) of the Employment Agreement prior to the Company so Termination Date. (g) You acknowledge that it is received by Cameron Turtlethe payments, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke benefits and awards referred to in this Agreement during are in lieu of and in full satisfaction of any amounts that might otherwise be payable or due to you under any contract, plan, policy or practice, past or present, of the Release Revocation Period Company or any of the other Company Releasees (as defined below); , including, without limitation, the Employment Agreement, the AXIS Capital Holdings 2003 Long-Term Equity Compensation Plan, and (z) remains in compliance with the other terms and conditions set forth AXIS Capital Holdings Limited 2004 Annual Incentive Plan. Notwithstanding the foregoing, nothing in this Agreement (including shall impair or preclude your entitlement to any vested benefits you may have as of the Termination Date under Section 5), Executive shall receive the following separation payments and benefits:Bermuda Retirement Plan. (ah) Notwithstanding anything herein to the contrary, your rights to any payment or benefits pursuant to the Consulting Agreement dated the date hereof between you and the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance AmountConsulting Agreement”), which Severance Amount ) shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with governed by the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseConsulting Agreement.

Separation Payments and Benefits. Provided only that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive timely delivers to the Company so that it is received by Cameron Turtlea signed original of this Agreement, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) and does not revoke this Agreement during within the Release Revocation Period seven (as defined 7) day time period described in Section 20 below); , and (zy) remains in compliance with has not committed a violation of the other terms and conditions set forth in this Agreement (including under Section 5provisions of Sections 9(a), Executive shall receive the following separation payments 10, 11, 12, 13 and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 14 (the “Severance AmountRestrictive Covenants”) below (relating, respectively, to: refraining from law suits; competition and solicitation; confidential information; Company property, intellectual property; and non-disparagement), which Severance Amount shall violation has caused, or should reasonably be expected to cause, material harm to HRG, the Company will provide Executive the following payments and benefits (the “Separation Benefits”): (i) cash severance pay in the gross amount of $500,000, to be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur a lump sum on the first payroll date following the 60th fifth (5th) business day following the Separation Release Effective Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (bii) if Executive timely elects continued prompt reimbursement following the Release Effective Date for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company shall pay are required to pay, for a period of 12 months (or until Executive obtains individual or family coverage through another employer, if earlier) (the full “COBRA Period”); provided that Executive elects COBRA coverage and subject to the conditions that: (A) Executive is responsible for immediately notifying the Company if Executive obtains alternative insurance coverage, (B) Executive will be responsible for the entire COBRA premium amount of Executive’s COBRA premiums on behalf after the end of the COBRA Period; (C) if Executive declines COBRA coverage, then the Company will not make any alternative payment to Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive’s continued ; provided, further, that Executive shall not be entitled to such reimbursement to the extent that Executive receives substantially equivalent, or more favorable, health insurance coverage under SPB benefit plans as in effect on the date of this Agreement; (iii) full vesting on the Release Effective Date of 100% of the unvested options to purchase shares of Company stock that were awarded to Executive prior to the Separation Date, which are listed below, such that such options become exercisable as follows: (A) 48,408 options become exercisable on November 29, 2016; (B) 157,978 options become exercisable on November 29, 2016; (C) 3,611 options become exercisable on November 29, 2016; and (D) 48,408 options become exercisable on November 29, 2017; with “net settling” at the time taxes are incurred (by deducting cash or stock subject to each tranche of the award equivalent in value, as of the date taxation is triggered, to the tax then owed with respect to such tranche, with the tax calculated at the minimum applicable tax withholding rates), in each case subject to the Debt Limitations; (iv) full vesting on the Release Effective Date of 100% of the unvested shares of restricted stock of the Company, that were awarded to Executive prior to the Separation Date, which are listed below, such that such shares shall be delivered as follows: (A) 110,212 restricted shares shall be delivered on November 29, 2016; (B) 393,496 restricted shares shall be delivered on November 29, 2016; (C) 6,868 restricted shares shall be delivered on November 29, 2016; and (D) 110,212 restricted shares shall be delivered on November 29, 2017; with “net settling” at the time taxes are incurred (by deducting cash or stock subject to each tranche of the award equivalent in value, as of the date taxation is triggered, to the tax then owed with respect to such tranche, with the tax calculated at the minimum applicable tax withholding rates), in each case subject to the Debt Limitations; (v) a bonus for the Company’s health2016 fiscal year, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined payable in the Severance Agreement)accordance with Schedule 1 hereto; (cvi) a bonus for the Company shall pay Company’s 2017 fiscal year equal to Executive $2,150,000, paid in a cash lump sum payment of $168,246.58 on the fifth (the “Retention Bonus”5th) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of business day after the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award AgreementsEffective Date; and (fvii) in subject to the event that any saleprovisions (x) and (y) of Section 3(a), licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any all of the Company’s legacy developmentforegoing amounts and benefits in this Section 3(a) shall be non-stage assets is consummated prior to June 23, 2024, thenforfeitable, and only then, the Company will pay shall not be subject to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactionsreduction, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant case except to the Severance Agreement and otherwiseextent provided in Section 3(f).

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxx Xxxxxxxxx, Chief Operating Legal Officer, 221 Crescent Street0000 Xxxxxx Xxxxx, Built 17Xxxxx, Suite 102B, Waltham, MA 02453 XX 00000 (email: xxxxxxxxxx@xxxxxxxxx.xxx) no later than 5:00 pm CT PT on September 22March 11, 20232025; (y) as set forth in Section 11, executes and returns to the Company a copy of the Confirming Release on the Transition Date and does not revoke this Agreement during the Confirming Release Revocation Period (as defined below)pursuant to the terms of the Confirming Release; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5)Sections 6 and 7) and the Confirming Release, Executive shall receive be provided with the following separation payments and benefits:benefits (collectively, the “Severance Benefits”): (a) the The Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”)1,600,000, which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment payable as to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid one-half within 60 days following the expiration of the Release Revocation Period (as defined in the Confirming Release) and one-half no later than December 15, 2025; (b) The Company shall pay to Executive a pro rata portion of the Annual Bonus for 2025 as determined by multiplying the amount of the Annual Bonus that would be payable for the full fiscal year based on performance at 60% of target (equal to $1,080,000) by a fraction, the numerator of which shall be equal to the number of days during 2025 preceding the Transition Date and the denominator of which is 365 days, payable at the same time bonuses for 2025 are paid to other senior executives of the Company, but in no event later than December 31March 15, 20232026; (c) Subject to Executive’s timely election of continuation coverage under COBRA, the Company shall directly pay, or reimburse Executive for, the premiums for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA (the monthly amount of such premiums, the “Monthly COBRA Amount”) through the earlier of (A) the 24-month anniversary of the date of Executive’s termination of employment and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (such period, the “COBRA Period”); provided, however, that if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, an amount equal to the Monthly COBRA Amount shall thereafter be paid to Executive on a monthly basis over the remainder of the COBRA Period; (d) effective The Initial PSU Award and all other outstanding performance stock unit awards held as of the last Transition Date, a schedule of which is attached hereto as Exhibit A, shall accelerate based on actual performance measured to the date of termination, with a 30-day post-termination window during which achievement of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable;applicable performance goals will still qualify; and (e) all Executive’s vested Options (after giving effect to Section 2(d) and Section 5(c)) but unexercised options will remain outstanding for six months following exercisable until the last day earlier of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of one year following the value of the upfront consideration received by the Company in such transactions, plus Transition Date or (ii) 0.5% the expiration date of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023option. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party. Executive further acknowledges that as of the Transition Date, all outstanding equity awards which remain unvested after giving effect to Section 2(d) (other than the Subject RSUs) shall be forfeited upon the Transition Date for no consideration, and Executive shall have no rights with respect thereto. For the avoidance of doubt, notwithstanding the Services (as defined below) and except as specifically provided in Section 5(d) with respect to the Severance Agreement and otherwiseSubject RSUs, the Transition Date shall be a Termination (as defined in the 2021 Plan).

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement In full and returns a copy final satisfaction of this Agreement that has been executed by any and all amounts and benefits due or which could become due to Executive pursuant to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 Employment Agreement (email: ) no later other than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions consideration set forth in Section 3 of this Agreement (including under Section 5Agreement), any employee benefit or incentive plans or agreements in which Executive shall receive participates or is a party (including, without limitation, (i) the following separation payments Company's Amended and benefitsRestated Corporate and Subsidiary Capital Accumulation Plan (the "CAP"), (ii) any of the Company's equity incentive or stock option plans and (iii) all cash, equity and equity-based award agreements between the Company and Executive (each agreement listed in clause (iii), an "Award Agreement" and, collectively, the "Award Agreements")) or otherwise and regardless of whether Executive signs the Release of Claims attached as Exhibit A hereto (the "Release"), it is agreed as follows: (a) a. Executive will receive from the Company shall pay (i) a lump sum cash payment equal to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period any accrued yet unpaid Base Salary (as defined in the Severance Employment Agreement)) through the Separation Date and (ii) any group medical and life insurance benefits accrued through the Separation Date, in each case, payable within 30 days following the Separation Date; (c) b. Executive will receive from the Company shall pay a pro-rated portion, based upon the number of days during which Executive was employed during the 2015 fiscal year (including the Separation Date), of any payments to which Executive a lump sum would otherwise be entitled pursuant to the Company's 2015 short-term cash incentive program (as if Executive's employment had continued through the payment of $168,246.58 (date under the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”Company's 2015 short-term cash incentive program), which Retention Bonus amount, if any, shall be paid following determined after the expiration end of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested 2015 and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period paid in accordance with the terms of the Award Agreements; andCompany's 2015 short-term cash incentive program. c. Executive will receive from the Company an amount equal to $1,424,800 payable to Executive in consecutive equal installments periodically at the regular payroll dates commencing as of the Separation Date and continuing for 24 months following the Separation Date (f) such time period, the "Salary and Benefits Continuation Period"). d. The Company shall provide Executive with a continuation of group medical benefits currently provided by the Company during the Salary and Benefits Continuation Period. e. Executive will receive from the Company the portion of the Cash Payment (as defined in the event applicable Award Agreement) pursuant to the 2013 performance cash award that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any is earned by Executive as result of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable 's performance relative to the Company applicable Performance Metric (as defined in such transactionsthe applicable Award Agreement) during the 2015 Performance Cycle (as defined in the applicable Award Agreement), in each casewhich amount, to if any, shall be paid within 30 days of determined after the end of the calendar quarter in which such transaction is consummated2015 Performance Cycle and paid to Executive between January 1 and March 31, in each case, 2016 in accordance with the parameters established by the Compensation Committee terms of the Board applicable award agreement for the 2013 performance cash award to Executive. For the avoidance of Directors of the Company on August 1doubt, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety portions of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party Cash Payment pursuant to the Severance 2013 performance cash award that were eligible to be earned by Executive with respect to the Company's performance during the 2013 and 2014 Performance Cycle are hereby forfeited, and Executive shall have no further rights with respect to such portions of the Cash Payment. f. All amounts contributed by the Company to the CAP for the benefit of Executive shall vest as of the Separation Date, and following such vesting, Executive's CAP balance will be paid to Executive in accordance with the terms of the CAP, including any elections Executive has made thereunder. g. All time-based restricted stock units ("RSUs") held by Executive that are unvested as of the Separation Date shall immediately vest. Following such vesting, the RSUs shall be settled in shares of the Company's common stock ("Common Stock"), net of any amounts necessary for the Company's satisfaction of any tax withholding obligations required by law. h. All performance share units ("PSUs") that may be earned as of the End of the Performance Period (as defined in the applicable Award Agreement) but that have not yet vested as of the Separation Date shall not be forfeited but shall be settled in shares of Common Stock on the same schedule as provided for in the applicable Award Agreement as if Executive had continued employment through the Vesting Date (as defined in the applicable Award Agreement) and based on actual performance of the Company as determined in accordance with the terms of the applicable Award Agreement. Following such vesting, any shares of Common Stock to be delivered upon settlement of the PSUs shall be delivered in accordance with the terms of the applicable Award Agreement and otherwisenet of any amounts necessary for the Company's satisfaction of any tax withholding obligations required by law. i. All options to purchase shares of Common Stock ("Options") held by Executive that are unexercisable as of the Separation Date shall immediately become exercisable, and following such time, the exercise of any Option shall be subject to the terms of the applicable Award Agreement and applicable Company stock incentive plan governing the exercise of such Options, including, without limitation, the temporal limits on exercise; provided, however, that this Section 2(i) shall not apply to the Performance Award Options (as defined below). j. Options granted to Executive on November 3, 2011 and February 21, 2012, in each case having an exercise price of $9.96 per share (collectively, the "Performance Award Options")) held by Executive that are unexercisable as of the Separation Date shall immediately become exercisable. Executive hereby elects to execute a net exercise (net of the applicable exercise price of such Performance Award Options and applicable tax withholding) with respect to 434,436 Performance Award Options (the shares of Common Stock delivered upon such net exercise, the "Residual Shares"). The Company hereby agrees to repurchase from Executive and Executive hereby agrees to sell to the Company all of the Residual Shares at a price per share equal to the closing price of the Common Stock as reported by the NASDAQ Global Select Market on the Separation Date. k. The Company shall pay or reimburse Executive for his legal fees and expenses incurred with respect to his separation, this Agreement, the Tolling Agreement, and if required, enforcement of the provisions of this Agreement or the Tolling Agreement.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive The Bank agrees to pay to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during Executive the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsfollowing: (a) the Company a. The Bank shall pay to Executive aggregate as severance payments pay for past services rendered a one-time lump sum payment of $623,000 (the “Severance Amount”)164,000, which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur payable on the first payroll date following the 60th day following the Separation Effective Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;. (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company b. The Bank shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (29,503 on the “Retention Bonus”) Effective Date, as payment in accordance with full for the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration value of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal tofollowing: (i) 1.0% of the value of the upfront consideration received by the Company in such transactionsExecutive's health, plus dental, long-term disability and life insurance; (ii) 0.5% the matching portion of the risk-adjusted net present value of 401(k) contribution for the contingent consideration payable Executive; and (iii) the Defined Benefit Plan (as defined below) accrual that would have been made for the Executive in fiscal 2010. c. Executive will have until August 25, 2009 to exercise any outstanding incentive stock options granted to Executive pursuant to the Company in such transactions, in each case, Company's 1996 or 2003 Stock Option and Incentive Plans. Any stock options granted to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors Executive under any other plan of the Company on August 1shall be terminated as of the Effective Date of this Agreement. d. Under the Bank's Employee's Retirement Plan ("Defined Benefit Plan"), 2023Executive will be entitled to a monthly benefit of $1,362, calculated as a life only annuity beginning at age 65, upon his reaching that normal retirement age. Executive acknowledges may have the option of receiving a lower monthly payment upon reaching the early retirement age specified in the Defined Benefit Plan and agrees may also have the option to select from among all of the other available annuity forms available to all former employees of the Bank under the Defined Benefit Plan, the terms and conditions of which shall continue to govern all payments to Executive. e. The Bank and Executive agree that the consideration referenced Salary Continuation Plan and the Amended Salary Continuation Agreement dated June 26, 2008 between the Bank and Executive shall remain in this Section 2 represents full force and effect, except that: i) the entirety term "Final Pay" as set forth in Article 1.10 of the amounts Executive is eligible to receive Amended Salary Continuation Agreement shall now read as severance pay and benefits from follows: 1.10 "Final Pay" means $183,637; and, ii) the Company or any other Company Party pursuant to term "Amount of Benefit" in Article 2.3.1 of the Severance Amended Salary Continuation Agreement and otherwiseshall now read as follows: 2.

Separation Payments and Benefits. Provided that In consideration of Executive: ’s promises in this Agreement, and conditioned upon (x1) executes Executive executing and delivering this Agreement and returns a copy of this Agreement that has been executed by Executive to within the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions time frame set forth in Section 13(c), (2) Executive not revoking this Agreement (including under as provided in Section 513(c), and (3) Executive continuing compliance with her covenants and obligations under this Agreement, including without limitation Executive’s continuing obligations referenced in Sections 5, 6 and 10, the Company shall receive provide Executive with the following separation payments and benefits: (a) the The Company shall pay to Executive aggregate severance certain separation payments of $623,000 (the “Severance AmountSeparation Payments”) in the sum total amount of $1,596,650, representing two (2) times the sum of (i) Executive’s current annual base salary and (ii) the average annual bonus paid to Executive during the period of employment in respect of the three (3) fiscal years prior to the Separation Date, and assuming Executive otherwise meets the conditions set forth in this Agreement. The Separation Payments shall be subject to all applicable deductions and taxes under federal, state and local law. The Separation Payments shall be made in twenty-four (24) substantially equal monthly installments on the Company’s regular pay dates, with the first installment of the Separation Payments to be made on the first regular pay date after the revocation period provided under Section 13 expires and Executive does not revoke this Agreement, and the remaining installments will be made on Company’s regular pay dates each month thereafter. (b) The Company shall also pay to Executive, in a single lump sum, a cash payment in the amount of $31,020 (the “COBRA Payment”), which Severance Amount representing nineteen (19) months of continuation health coverage under COBRA. The COBRA Payment shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur issued on the first payroll date following the 60th thirtieth (30th) day following the Separation Date, assuming Executive does not revoke this Agreement and otherwise meets the conditions set forth herein. It shall be Executive’s sole obligation to timely elect COBRA continuation coverage, and Executive shall be solely responsible for timely making any applicable premium payments to maintain such coverage should Executive choose to elect COBRA continuation coverage. Coverage premiums are subject to change. Executive is not required to purchase COBRA continuation coverage. (c) So long as the Company meets the corporate goals established by the Company’s Board of Directors for any bonus payment, Executive shall be eligible to receive a pro rata share of any annual incentive award (the “Pro Rata Bonus”), if any, for the Company’s current fiscal year. The Pro Rata Bonus shall be in an amount determined by the Company in its sole discretion under the Company’s Executive Incentive Plan and multiplied by a fraction (the numerator of which is the number of full and partial months of employment during the fiscal year, and the denominator of which is twelve (12)). The Pro Rata Bonus, if any, shall be paid on the same date on which annual incentives are paid to other Company executives for the fiscal year, but not later than two and one-half months following the end of the Company’s fiscal year. (d) Any of Executive’s unvested stock options and other unvested equity incentives or other unvested incentive awards shall fully vest and become exercisable if permitted by and according to the terms of the applicable incentive plans and award documents; provided, however, that (i) any of Executive’s stock options, equity incentives or incentive awards that are subject solely to time-based vesting shall accelerate and vest as of the Separation Date and (ii) all vested stock options held by Executive shall be exercisable for a period of one (1) year from the Separation Date but not beyond the original expiration of their term. For the avoidance of doubt, no portion of any equity or incentive award subject to performance-based vesting shall vest under this Section 3(d). (e) The Company shall assign title to Executive’s company-owned car to Executive free and clear of all liens, deliverable contemporaneously with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;Date. (bf) The Company shall transfer to Executive a laptop computer comparable to Executive’s current company-issued laptop computer. Executive agrees to immediately return Executive’s current laptop computer, without removing or deleting any information therefrom, and to provide the Company with all passcodes and passwords necessary to access the information thereon. The Company shall reasonably cooperate with Executive to provide her with a copy of all personal information and documents, if any, contained on Executive’s laptop computer. (g) The Company shall transfer to Executive timely elects continued coverage under a new Apple iPhone 8. Executive agrees to immediately return Executive’s current company-issued Apple iPhone 8, without removing or deleting any information therefrom, and to provide the Consolidated Omnibus Budget Reconciliation Act Company with all passcodes and passwords necessary to access the information thereon. The Company shall reasonably cooperate with Executive to provide her with a copy of all personal information (“COBRA”)including Executive’s personal contacts list) from Executive’s current cell phone. The Company shall also transfer to Executive Executive’s current cell phone number. For the avoidance of doubt, the Company shall have no obligation whatsoever to pay the full amount of for any cell phone plan, fees or other charges incurred in connection with Executive’s COBRA premiums on behalf use of such cell phone after the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement);Separation Date. (ch) the The Company shall pay to Executive a lump the sum payment of $168,246.58 30,000 to reimburse Executive for the cost of legal counsel retained by Executive in connection with the drafting and negotiation of this Agreement. (i) Executive agrees that Executive shall be entitled to receive the Separation Payments, the COBRA Payment, the Pro Rata Bonus and the other benefits described in Sections 3(d), 3(e), 3(f), 3(g) and 3(h) (collectively, the “Retention BonusSeparation Benefits”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration consideration of the Release Revocation Period but promises and releases Executive makes in no event later than December 31this Agreement, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) that if Executive does not sign and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period return this Agreement in accordance with Section 13(c) or if Executive revokes this Agreement, Executive shall not receive the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced Separation Benefits set forth in this Section 2 represents the entirety of the amounts Executive is eligible 3. All Separation Benefits shall be subject to receive as severance pay all applicable deductions and benefits from the Company or any other Company Party pursuant to the Severance Agreement taxes under federal, state and otherwiselocal law.

Separation Payments and Benefits. Provided that ExecutiveEmployee: (x) executes this Agreement and returns a an executed copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxx Xxxxxxx, EVP and Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 Legal Officer (email: xxxxxxxx@xxxxxxxxxxxxxxx.xxx) no later than 5:00 pm CT ET on September 22May 6, 20232024; (y) does not revoke Employee's acceptance of this Agreement during the Release Revocation Period (as defined below)pursuant to Section 8; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive Employee shall receive be provided with the following separation payments and benefits: (a) the The Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive Employee a lump sum payment of $168,246.58 400,000 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive AgreementSeverance Payment”), representing 12 months of Employee’s base salary, which Retention Bonus Severance Payment shall be paid as soon as administratively practicable following the expiration of the Release Revocation Period but (as defined in Section 8 below) and no event later than December 3160 days following the Separation Date; (b) Employee’s deferred bonus for 2023 will be paid as previously agreed in the 2023 Bonus Letter, 2023attached as Schedule I; (c) Subject to Employees timely election of coverage under COBRA (as defined in the Employment Agreement), the Company shall directly pay or reimburse Employee for the premiums for Employee and Employee’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the Separation Date and (B) the date Employee and Employee’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s); and (d) effective All of the equity awards granted to Employee that are outstanding and unvested as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period Separation Date shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day as of the Consulting Period and may be exercised during such period in accordance Separation Date, with any performance-based awards deemed vested based upon the terms target level of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023performance. Executive Employee acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party Party, pursuant to the Severance Employment Agreement and or otherwise.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement on or after the Separation Date and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxxxxx Xxxxxx, Chief Operating OfficerLegal Officer and Secretary, 221 Crescent Street00000 Xxx Xxxxxxxx, Built 17San Diego, Suite 102B, Waltham, MA 02453 California 92127 (email: Xxxxxxxx.Xxxxxx@xxxxx.xxx) by no later than 5:00 pm CT PT on September 22May 27, 20232024 (which is at least 45 days following the date this Agreement was provided to Executive); (y) does not revoke Executive’s acceptance of this Agreement during the Release Revocation Period (as defined below)pursuant to Section 9; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5Sections 5 and 6), Executive shall receive be provided with the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the The Company shall pay to Executive a lump sum cash payment of $168,246.58 653,833.84, representing 12 months of Executive’s base salary and 12 months of monthly premiums for Executive’s and Executive’s covered dependents’ participation in the Company’s group health plans pursuant to COBRA (as defined in the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”Severance Plan), which Retention Bonus shall be paid payable within 30 days following the expiration of the Release Revocation Period but in no event later than December 31, 2023(as defined below); (db) effective as The Company shall pay to Executive a pro rata portion of the last day actual annual incentive that Executive would have earned for the 2024 fiscal year, based on the number of days Executive is employed during such fiscal year, payable on the Consulting Perioddate when annual incentives under the applicable incentive plan are otherwise paid and in all events by April 15, 2025, with any individual performance metrics calculated based on the average calculated payout percentage for all unvested Options scheduled participants in such annual incentive plan, rounded to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable;nearest whole percentage point; and (ec) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in In accordance with the terms of the Award Agreements; and (f) in , the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating Units designated on Exhibit A to pegtarviliase or any be accelerated shall become fully vested effective as of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, thenSeparation Date upon the expiration of the Release Revocation Period, and only thenfor the avoidance of doubt, the Company will pay to Executive a cash bonus equal to: (i) 1.0% all of the value Units (including the Units that vest hereunder) shall otherwise remain subject to the terms and conditions of the upfront consideration received by the Company Award Agreements in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023all respects. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party, including under the Award Agreements, the Employment Agreement, the Severance Plan. Executive further acknowledges that as of the Separation Date, (i) all Units which remain unvested after giving effect to Section 2(c) shall be forfeited upon the Separation Date for no consideration, and Executive shall have no rights with respect thereto; and (ii) Executive will automatically forfeit any and all unvested restricted stock units, performance stock units and stock options granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement and otherwiseCompany.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive Subject to the Company so that it is received by Cameron TurtleExecutive’s execution and non-revocation of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”), Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT the Executive will be entitled to receive the following payments and benefits on September 22, 2023; (y) does not revoke this Agreement during or after the Release Revocation Period (as defined below); and (z) remains Resignation Date in compliance accordance with the other terms and conditions set forth in this Agreement below (including under Section 5), Executive shall receive the following separation payments and benefits:“Separation Payments”): (a) A one-time payment equal to $127,915.06, representing six months of the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”)Executive’s current salary, which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date payable within five business days following the 60th day following the Separation Resignation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive Subject to and conditioned upon the Executive’s valid and timely elects continued coverage election to receive continuation benefits under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act Code, as amended (“COBRA”) (as described in Section 4 below), for a period of six months following the Resignation Date or, if earlier, until the Executive becomes eligible for health benefits under the plan of another employer (the “Continuation Period”), continuation of group healthcare coverage for the Executive and his legal dependents under COBRA at the same cost to the Executive as in effect on the Resignation Date, with the remaining portion of applicable premiums paid by the Company shall pay during the full amount of Executive’s COBRA premiums on behalf Continuation Period, provided, that if (i) any plan pursuant to which such benefits are provided ceases prior to the expiration of the Continuation Period to be exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company cannot provide the benefit without violating applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining premium subsidy shall thereafter be paid to the Executive for as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or the remaining portion thereof). After the Continuation Period, any COBRA continuation (to the extent permitted under applicable law) shall be at the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement)sole expense; (c) Contingent upon the Executives’ employment through the Resignation Date, and the final approval of the Company’s board of directors, the Executive’s stock options granted pursuant to Company shall pay to Executive a lump sum payment of $168,246.58 stock option agreements dated May 27, 2010 (two agreements) and November 4, 2010 (together the “Retention BonusStock Option Agreements”) in accordance shall vest on an accelerated basis simultaneous with the terms Executive’s termination of employment, in each case, with respect to those stock options that certain Incentive Agreement between Executive and would have vested under the Company dated June 21, 2023 (Stock Option Agreements during the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12six-month period following the last day Resignation Date, had the Executive remained employed by the Company during such six-month period (and all other unvested stock options and any other unvested equity awards shall terminate and be forfeited on the Resignation Date). In addition, all Company stock options that have vested as of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options Resignation Date (after giving effect to taking into consideration the accelerated vesting contemplated by this Section 2(d) and Section 5(c3(c)) will shall remain outstanding for six months following exercisable until the last day first anniversary of the Consulting Period and may be exercised during such period in accordance Resignation Date. For the avoidance of doubt, to the extent that any vesting and/or exercisability of the stock options pursuant hereto is inconsistent with the terms of any of the Award Stock Option Agreements, this Agreement shall constitute an amendment to such Stock Option Agreements, which Stock Option Agreements shall otherwise remain in full force and effect in accordance with their terms and conditions. Notwithstanding the foregoing, (i) no stock options that vest on an accelerated basis pursuant to this Agreement shall be exercisable prior to the date on which the timely executed Release becomes irrevocable by its terms, and (ii) if the Executive fails to timely execute or revokes the Release, then no stock options shall vest on an accelerated basis pursuant hereto and, in such case, the Stock Option Agreements shall continue to govern the terms of the stock options granted pursuant thereto without regard to this Agreement; and (fd) $5,116.60, approximating six months of the amount currently paid by the Company for Executive’s monthly Company 401(k) contribution, payable in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of substantially equal taxable installments on the Company’s legacy development-stage assets is consummated regularly schedule payroll dates over the six month period following the Resignation Date, provided, that no amounts shall be paid pursuant to this Section 2(d) prior to June 23, 2024, then, the first regularly scheduled Company payroll date occurring on or after the thirtieth day following the Resignation Date (the “First Payroll Date”) and only then, the Company will pay any amounts that otherwise would have been paid prior to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to date shall instead be paid within 30 days of on the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseFirst Payroll Date (without interest thereon).

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement on or after the Transition Date and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxxxxx Xxxxxx, Chief Operating OfficerLegal Officer and Secretary, 221 Crescent Street00000 Xxx Xxxxxxxx, Built 17Xxx Xxxxx, Suite 102B, Waltham, MA 02453 Xxxxxxxxxx 00000 (email: Xxxxxxxx.Xxxxxx@xxxxx.xxx) by no later than 5:00 pm CT on September 22June 4, 20232024 (which is at least seven days following the date this Agreement was provided to Executive); (y) as set forth in Section 9, executes and returns to the Company a copy of the Confirming Release Agreement that is attached as Exhibit B (the “Confirming Release”) on the Separation Date and does not revoke this Agreement during the Confirming Release Revocation Period (as defined below)pursuant to the terms of the Confirming Release; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5Sections 5 and 6), Executive shall receive be provided with the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the The Company shall pay to Executive a lump sum cash payment of $168,246.58 640,605.48, representing 12 months of Executive’s base salary and 12 months of monthly premiums for Executive’s and Executive’s covered dependents’ participation in the Company’s group health plans pursuant to COBRA (as defined in the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”Severance Plan), which Retention Bonus shall be paid payable within 30 days following the expiration of the Release Revocation Period but (as defined in no event later than December 31, 2023the Confirming Release); (db) effective as The Company shall pay to Executive a pro rata portion of the last day actual annual incentive that Executive would have earned for the 2024 fiscal year, based on the number of days Executive is employed during such fiscal year, payable on the Consulting Perioddate when annual incentives under the applicable incentive plan are otherwise paid during 2025, with any individual performance metrics calculated based on the average calculated payout percentage for all unvested Options scheduled participants in such annual incentive plan, rounded to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable;nearest whole percentage point; and (ec) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in In accordance with the terms of that certain Retention Bonus Agreement, dated May 1, 2024 between the Award Agreements; and Company and Executive (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then“Retention Bonus Agreement”), the Company will shall pay to Executive a cash bonus equal to: prorated Retention Bonus (ias defined in the Retention Bonus Agreement) 1.0% of the value of the upfront consideration received by the Company in such transactions$26,229.51, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days following the expiration of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Release Revocation Period. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party, including under the Offer Letter and the Severance Plan. Executive further acknowledges that as of the Separation Date: (i) all Common Series C Units in Scooby LP (“Scooby”) which remain unvested shall be forfeited upon the Separation Date for no consideration, and Executive shall have no rights with respect thereto; and (ii) Executive will automatically forfeit any and all unvested restricted stock units, performance stock units and stock options and any unvested Retention Bonus (after giving effect to Section 2(c)), in each case, granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement and otherwiseCompany.

Separation Payments and Benefits. Provided that In consideration of the Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive 's service to the Company so and the Executive's agreement to comply with the terms of this Agreement, the Company and the Executive mutually agree that it his separation from service from the Company shall be treated as a termination by the Company without "cause" (as such term is received by Cameron Turtledefined in the Employment Agreement) pursuant to Section 5.4 of the Employment Agreement. In accordance with Section 5.4 of the Employment Agreement, Chief Operating Officerthe Executive is entitled to (i) any earned but unpaid salary and declared but unpaid bonus, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023payable within 15 days following the Termination Date; (yii) does subject to Section 9 hereof, any deferred compensation to which the Executive is entitled in accordance with the term and conditions of the applicable arrangements, (iii) the Retirement Benefit payable, subject to Section 9 hereof, in a lump sum within 30 days following his Termination Date; (iv) an annual cash incentive bonus in respect of the Company's 2011 fiscal year, to the extent that the applicable performance goals are met for the 2011 fiscal year, and paid when 2011 fiscal year annual cash incentive bonuses are paid to senior management generally, (v) severance equal to one year of the Executive's base salary immediately prior to the Termination Date, less $65,000 representing the cost of personal use of an airplane supplied by the Company prior to the Termination Date, payable, subject to Section 9 hereof, in a lump sum within 30 days following his Termination Date; (vi) the employee discount on Company merchandise generally applicable to active employees from time to time, for the Executive and his spouse on the date hereof, for each of their respective lifetimes, (vii) payment in respect of accrued but untaken vacation in accordance with Company policy, payable within 15 days following the Termination Date, (viii) outstanding restricted stock unit awards that have not revoke this Agreement during been paid by delivery of stock prior to the Release Revocation Period Termination Date (which shall continue to be paid, without pro-ration, by delivery of stock in the same manner on the anniversary of the grant on the same schedule as defined belowif the Executive's employment had not terminated); (ix) outstanding long-term performance restricted stock unit awards that have not been paid by delivery of stock prior to the Termination Date (which shall continue to vest, without pro-ration, and be paid on the same schedule by delivery of stock in the same manner upon vesting, to the extent that the performance goals established at the time of grant are met, as if Executive's employment had not terminated); and (zx) remains in compliance with outstanding stock options (which shall be exercisable until the other terms and conditions earlier of (I) the expiration date set forth in this Agreement the stock option award agreement, or (including under Section 5), Executive shall receive the following separation payments and benefits: II) (aA) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of options that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective are vested as of the last day Termination Date, one year after the Termination Date and (B) for options that are not vested as of the Consulting PeriodTermination Date, one year after the vesting date when such options (which shall continue to vest) first become exercisable); provided, however that notwithstanding the forgoing and anything in this Agreement or the Employment Agreement to the contrary, all unvested Options scheduled restricted stock unit awards, long-term performance restricted stock unit awards, and stock option awards that were made or granted within six months prior to the Termination Date shall terminate and shall never vest within or become exercisable. In addition to the 12-month period following the last day foregoing benefits, as of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only thenTermination Date, the Company will pay Executive shall be entitled to Executive a cash bonus equal to: (i) 1.0% retirement health insurance pursuant to Section 5.3.2 of the value of Employment Agreement, provided that the upfront consideration received by the Company in such transactionsExecutive shall pay all associated premiums for coverage, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to remaining balance in Executive's account under the Company in such transactionsLong Term Incentive Cash Plan, in each case, to be paid payable within 30 days following the Termination date, and (iii) reimbursement for any unpaid business expenses pursuant to Sections 3.6 and 5.7 of the end of Employment Agreement, payable within 15 days following the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Termination Date. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise.Restrictive Covenants; Forfeiture;

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement As soon as practicable after the date hereof, and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22such time as may be required by applicable law, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefits: Employer will (a) pay Executive any unpaid base salary earned prior to the Company shall Retirement Date, (b) pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments for his accrued and unused vacation in accordance with the CompanyEmployer’s standard payroll procedurespolicies and (c) reimburse Executive for any business expenses that were incurred prior to the Retirement Date and are properly submitted and reimbursable in accordance with Employer’s policies. In addition, with in consideration for and subject to (i) Executive signing the initial payment to occur on General Release and Waiver attached hereto as Exhibit A (the first payroll date “Release”) within twenty-one days following the 60th day following the Separation Retirement Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf occurrence of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period Effective Date (as defined in the Severance Release) and the Executive not revoking such Release at any point after execution thereof, and (ii) Executive’s compliance with the terms and conditions of this Agreement), Employer agrees as follows: a. Employer shall pay to Executive a cash payment of $810,216, representing fifty-two weeks of salary at Executive’s base rate of pay, in equal bi-weekly installments commencing on the first regular payroll date of Employer following the expiration of the Release revocation period without Executive exercising the revocation right; (c) the Company b. Employer shall pay to Executive a lump sum payment in the amount of $168,246.58 567,151.20, representing Executive’s target bonus amount for fiscal year 2016, at the same time bonus payments are made to the Employer’s active employees in 2016; and c. the 14,906 restricted stock units granted to Executive on April 11, 2014 (the “Retention Bonus2014 Restricted Stock Units”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus are currently unvested shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period shall vest on their originally-scheduled vesting dates in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, 2016 and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 20232017. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety all other unvested equity awards held by him as of the Retirement Date shall terminate on such date and shall not continue to vest. For the avoidance of doubt, each payment listed above, including each installment payment in Section 2(a) above, is conditioned on Executive’s compliance with the terms of this Agreement, including the covenants set forth in Sections 5 and 6 hereof. Should Executive fail to comply with such terms, the installment payments will stop and no further sums will be due or owing by the Employer to Executive or on Executive’s behalf, and the Employer shall have the right to recover any amounts Executive is eligible previously paid pursuant to receive this Agreement. For purposes of clarification, in the event that Executive’s death occurs prior to the date on which all payments set forth in Section 2(a)-(c) above have been made, any such unpaid amounts shall be paid to Executive’s estate on the regularly scheduled dates set forth above, subject to Executive’s prior compliance and his estate’s continued compliance with the terms of this Agreement, as severance pay applicable. All payments and benefits from the Company to be paid or any other Company Party provided to Executive pursuant to the Severance this Agreement and otherwisewill be subject to applicable withholding taxes.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive In connection with the Separation, subject to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement, including the acknowledgement of the terms of this Agreement (including under Section 5)as of the Separation Date in accordance with Appendix A attached hereto, the Company will pay or provide the Executive shall receive with the following separation payments and benefits: (a) the Company shall will pay to the Executive aggregate severance payments of a lump-sum cash payment equal to $623,000 365,000, payable within ten (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day 10) days following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if the Company will pay to the Executive timely elects continued a lump-sum cash payment equal to $219,000, payable within ten (10) days following the Separation Date; (c) the Company will pay all applicable medical continuation premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment benefit of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid his covered dependents for 18 months following the expiration of the Release Revocation Period but in no event later than December 31, 2023;Separation Date; and (d) effective as fifty percent (50%) of all outstanding and unvested restricted stock awards granted by the last day of Company to the Consulting Period, all unvested Options scheduled Executive prior to vest within the 12Separation Date that would otherwise have vested during the twelve-month period following the last day Separation Date will become vested as of the Consulting Period shall Separation Date. All other equity awards, including restricted stock awards granted to the Executive that remain unvested on Separation Date will be immediately become fully vested forfeited and exercisable;cancelled without further consideration. (e) All payments and benefits described in this Section 3 are subject to applicable withholdings and normal deductions for income and employment taxes and will be made no later than the time required by applicable law. The Executive agrees that the payments or benefits specified in this Section 3 constitute any and all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and payments or benefits which may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable due to the Company in such transactions, in each case, Executive up to be paid within 30 days or as of the end of the calendar quarter in which such transaction is consummatedExecutive’s employment with the Company, in each case, in accordance or related to the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges Executive’s employment with and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits separation from the Company or any other Company Party Company, including, without limitation, pursuant to the Severance Agreement Agreement, and otherwisethat the Executive shall bring no further claims for compensation of any kind.

Separation Payments and Benefits. Provided that ExecutiveEmployee: (x) executes this Agreement and returns a copy of this Agreement that has been executed by Executive Employee to the Company so that it is received by Cameron TurtleSoley Van Lokeren, Chief Operating OfficerSenior Vice President, 221 Crescent StreetPeople, Built 1700000 Xxxxxxx Xxxx., Suite 102BXxxxx 000, WalthamXxxxxx, MA 02453 Xxxxxxxxxx 00000 (email: xxxxx@xxxxx.xxx) no later than 5:00 pm CT PT on September 22May 27, 20232022; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive Employee shall receive the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of in an amount equal to $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation 280,000.00 payable in equal installments in accordance with the Company’s standard normal payroll procedures, with practices for the initial payment to occur on the first payroll date 12 months following the 60th day following expiration of the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;Release Revocation Period; and (b) if Executive subject to Employee’s timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) and subject to Employee’s copayment of premium amounts at the active employees’ rate, reimbursement for the Company shall pay the full amount of Executive’s COBRA premiums on behalf the remainder of the Executive premiums for the ExecutiveEmployee’s continued coverage under and Employee’s covered dependents’ participation in the Company’s health, dental and vision plans, including coverage group health plans pursuant to COBRA for a period ending on the Executive’s eligible dependents, for the Severance Period earliest of (as defined in the Severance Agreement); (cA) the Company shall pay to Executive a lump sum payment first anniversary of $168,246.58 the Separation Date, (B) Employee first becoming eligible after the “Retention Bonus”Employee’s COBRA election for other employer-sponsored group health benefits or Medicare, and (C) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of Employee’s rights under COBRA. Employee agrees to promptly notify the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) Company in the event that any sale, licensing, disposition, Employee first becomes eligible for other employer-sponsored group health benefits or monetization transaction or multiple transactions relating to pegtarviliase or any Medicare after the date of the CompanyEmployee’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023COBRA election. Executive Employee acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party. Employee further acknowledges that as of the Separation Date, Employee automatically forfeited all then unvested Options, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement and otherwiseCompany.

Separation Payments and Benefits. Provided that Executive: (x) executes Without admission of any liability, fact or claim, the Company hereby agrees, subject to the execution of this Agreement and returns the delivery to the Company of a copy of the General Release of Claims attached hereto as Exhibit A (the “Release of Claims”) signed on or after the Termination Date that becomes effective and irrevocable within thirty days following the Termination Date, and further subject to Executive remaining employed hereunder through the Planned Resignation Date and, subject to Section 14 of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleAgreement, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in continued compliance with the other terms and conditions of the Confidentiality Agreement, to provide Executive the severance benefits set forth in this Agreement (including under Section 5)below. Specifically, the Company and Executive shall receive the following separation payments and benefitsagree as follows: (a) Severance. From the Company period commencing on the Termination Date and ending on the first anniversary of the Termination Date, Executive shall pay be entitled to Executive aggregate severance receive continued payments of $623,000 Executive’s base salary at the rate in effect as of the date of this Agreement, less applicable withholdings and deductions (such aggregate amount, the “Severance Separation Amount”), which Severance . The Separation Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard normal payroll procedures, procedures with the initial payment first such installment to occur be made on the first payroll date following the 60th day following date the Release of Claims becomes effective and irrevocable and inclusive of any installments that would have been made had the Release of Claims been effective and irrevocable on the Termination Date. Notwithstanding the foregoing, in the event the Termination Date occurs during the period (the “Change in Control Period”) commencing three months prior to a Change in Control (within the meaning of the Employment Agreement) and ending on the first anniversary of the Change in Control, then the Separation Date, with Amount shall be increased to an amount equal to the first installment to include a catchup payment for amounts covering the period from sum of (i) 18 months of Executive’s base salary as in effect as of the date of Separation Date through the first payment date; this Agreement and (bii) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (1.5 times Executives annual target bonus opportunity as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective effect as of the last day date of the Consulting PeriodAgreement, all unvested Options scheduled to vest within and such Separation Amount shall be made in a single cash lump sum, less required withholding taxes, on the 12-month period first payroll date following the last day later of the Consulting Period shall immediately become fully vested date the Release of Claims becomes effective and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following irrevocable or the last day date of the Consulting Period and may be exercised during such period Change in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiseControl.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement on the Separation Date or by August 30, 2022 (which is at least 21 days following the date this Agreement was provided to Executive) and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxx Xxxxxxxx, Chief Operating OfficerLegal and Human Resources Officer and Corporate Secretary, 221 Crescent Street00000 Xxx Xxxxxxxx, Built 17Xxx Xxxxx, Suite 102B, Waltham, MA 02453 Xxxxxxxxxx 00000 (email: Xxxxx.Xxxxxxxx@xxxxx.xxx) no later than 5:00 pm CT PT on September 22August 30, 20232022; (y) does not revoke Executive’s acceptance of this Agreement during the Release Revocation Period (as defined below)pursuant to Section 9; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5Sections 5 and 6), Executive shall receive be provided with the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the The Company shall pay to Executive a lump sum cash payment of $168,246.58 1,318,015 (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive AgreementSeverance Payment”), which Retention Bonus shall be paid representing (i) 18 months of Executive’s base salary, (ii) a payment to cover 18 months of group health plan continuation premiums, and (iii) 50% of the target annual incentive bonus for fiscal year 2022, payable within 30 days following the expiration of the Release Revocation Period but in no event later than December 31, 2023(as defined below); (db) The Units designated on Exhibit A to be accelerated shall become fully vested effective as of the last day Separation Date upon the expiration of the Consulting Release Revocation Period, and for the avoidance of doubt, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period Units (including the Units that vest hereunder) shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect otherwise remain subject to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award AgreementsAgreements in all respects; and (fc) Scooby hereby waives its right to call the Units and Executive’s Common Series B Units in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any Scooby under Section 9.2 of the Company’s legacy development-stage assets is consummated prior Third Amended and Restated Agreement of Limited Partnership of Scooby dated as of January 19, 2021 and any right Scooby may have to June 23, 2024, then, and only then, call the Company will pay to Executive a cash bonus equal to: (i) 1.0% of Units under the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Award Agreements. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party. Executive further acknowledges that as of the Separation Date, (i) Executive will automatically forfeit all unvested restricted stock units and stock options granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement Company, and otherwise(ii) all Units which remain unvested after giving effect to Section 2(b) shall be forfeited upon the Separation Date for no consideration, and Executive shall have no rights with respect thereto.

Separation Payments and Benefits. Provided that Company hereby extends the following payments and benefits to Executive in exchange for Executive: (x) executes this Agreement and returns a copy ’s execution of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions Releases set forth in this Agreement (including under Section 5)Paragraphs 4 and 5 below, and the Second General Release attached hereto as Exhibit “A”. The parties agree that Executive shall receive must execute the following separation Second General Release on or after June 3, 2016, and prior to receiving the payments and benefits:benefits set forth in Paragraphs 3(a) through 3(d) below (which payments and benefits shall be paid and/or provided, as applicable, only once the seven-day revocation period following Executive’s execution of the Second General Release has expired, within the timeframes set forth below): (a) the Company Lannett shall pay to Executive aggregate severance payments a gross payment of Four Hundred Eighty-Eight Thousand Three Hundred Fifty-Two Dollars and Two Cents ($623,000 488,352.02) (the “Severance AmountPayment”), which is equivalent to twelve months of his final base salary, net of applicable payroll deductions, in a lump sum within thirty (30) days of December 3, 2016. Executive understands that a Form W-2 will be issued to him for the Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment datePayment received under this Paragraph 3(a); (b) if Should Executive timely elects continued elect continuation coverage under for medical, dental and/or vision coverage, as applicable, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay any premiums for COBRA coverage at the full amount of Executivesame level in which Executive participated in Company’s COBRA premiums on behalf of the Executive insurance plans under his Employment Agreement for the Executive’s continued coverage under twelve (12) month period following the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement)Separation Date; (c) the all outstanding Company shall pay stock options and restricted stock awards awarded to Executive a lump sum payment of $168,246.58 prior to the Separation Date will be one hundred percent (the “Retention Bonus”100%) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration vested as of the Release Revocation Period but Separation Date, provided that all other terms and conditions with respect to such stock options, including the requirement to exercise any outstanding options within a 90 day period after the termination of employment, shall remain in no event later than December 31, 2023full force and effect; (d) effective as Company agrees to pay Executive within thirty (30) days of the last day of Separation Date for any unused paid time off that he has accrued through the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisableSeparation Date; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period in accordance with the terms of the Award Agreements; and (f) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the Company will pay to Executive a cash bonus equal to: (i) 1.0% of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the payments set forth in Paragraphs 3(a) through 3(d) above constitute payment in full for the following, to which Executive agrees he is not otherwise entitled and which constitute consideration referenced for the Releases set forth in Paragraphs 4 and 5 of this Section 2 represents Agreement and the entirety Second General Release, which collectively release (inter alia) any entitlement he may otherwise have had to receive: his base salary at the final annualized rate of $488,352.02 for a period of twelve months following the amounts Executive is eligible to receive as severance pay and benefits from the Company Separation Date or any other severance payments; any bonus monies for which Executive may have been eligible pursuant to Company’s Management Incentive Bonus, or any other discretionary or other bonus plans, had he remained employed with Company Party following the Separation Date; all outstanding stock options, restricted shares, and other similar awards issued to Executive pursuant to the Severance Agreement Lannett 2014 Long-Term Incentive Plans or any other option, equity or incentive plan, whether vested or unvested (collectively, “Equity Awards”); premiums for continuation of health, dental and/or vision insurance benefits for Executive for a twelve month period; and otherwiseall unused, but accrued, paid time off. Executive further acknowledges and agrees that Company shall have no further obligation to pay him any monies except as set forth in Paragraphs 3(a) through (d) above. In addition, Executive acknowledges and agrees that all outstanding Company stock options (except as vested and exercised pursuant to Paragraph 3(c)) and restricted shares (except as set forth in Paragraph 3(c) above) issued to Executive pursuant to any Equity Awards will be cancelled.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement on or after the Transition Date and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron TurtleXxxxxxxx Xxxxxx, Chief Operating OfficerLegal Officer and Secretary, 221 Crescent Street00000 Xxx Xxxxxxxx, Built 17Xxx Xxxxx, Suite 102B, Waltham, MA 02453 Xxxxxxxxxx 00000 (email: Xxxxxxxx.Xxxxxx@xxxxx.xxx) by no later than 5:00 pm CT PT on September 22February 28, 20232025 (which is at least five business days following the date this Agreement was provided to Executive); (y) as set forth in Section 8, executes and returns to the Company a copy of the Confirming Release Agreement that is attached as Exhibit A (the “Confirming Release”) on the Separation Date and does not revoke this Agreement during the Confirming Release Revocation Period (as defined below)pursuant to the terms of the Confirming Release; and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5Sections 5 and 6), Executive shall receive be provided with the following separation payments and benefits: (a) the Company shall pay to Executive aggregate severance payments of $623,000 (the “Severance Amount”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with the Company’s standard payroll procedures, with the initial payment to occur on the first payroll date following the 60th day following the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date; (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the The Company shall pay to Executive a lump sum cash payment of $168,246.58 730,392, representing 12 months of Executive’s base salary and 12 months of monthly premiums for Executive’s and Executive’s covered dependents’ participation in the Company’s group health plans pursuant to COBRA (as defined in the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”Severance Plan), which Retention Bonus shall be paid payable within 30 days following the expiration of the Release Revocation Period but (as defined in no event later than December 31, 2023the Confirming Release); (db) effective as The Company shall pay to Executive a pro rata portion of the last day actual annual incentive that Executive would have earned for the 2025 fiscal year, based on the number of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised days Executive is employed during such period fiscal year through the Transition Date, payable on the date when annual incentives under the applicable incentive plan are otherwise paid and in accordance all events by April 15, 2026, with any individual performance metrics calculated based on the terms of average calculated payout percentage for all participants in such annual incentive plan, rounded to the Award Agreementsnearest whole percentage point; and (fc) in the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any of the Company’s legacy development-stage assets is consummated prior to June 23, 2024, then, and only then, the The Company will shall pay to Executive a cash bonus equal to: prorated Retention Bonus (i) 1.0% of the value of the upfront consideration received by as defined in that certain Retention Bonus Agreement, effective May 1, 2024 between the Company in such transactionsand Executive (the “Retention Bonus Agreement”)) of $27,945, plus (ii) 0.5% of representing the riskpro-adjusted net present value of rated Retention Bonus for the contingent consideration third installment period through the Transition Date, payable to the Company in such transactions, in each case, to be paid within 30 days following the expiration of the end Release Revocation Period. For the avoidance of doubt, Executive shall remain eligible to receive Executive’s annual incentive for the 2024 fiscal year based on actual performance and payable at the same time as when such annual incentive is paid to other executive officers of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023Company. Executive acknowledges and agrees that (i) following the Transition Date, Executive shall not accrue any further benefits under the Severance Plan and expressly waives all pro-rata accrual or vesting of Executive’s 2025 annual incentive and the Retention Bonus during the Transition Period, and (ii) the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant Party, including under the Offer Letter, Award Agreement, Retention Bonus Agreement, and the Severance Plan. Executive further acknowledges that: (A) all Units which remain unvested as of the Separation Date shall be forfeited upon the Separation Date for no consideration, and Executive shall have no rights with respect thereto; (B) Executive will automatically forfeit any unvested Retention Bonus as of the Transition Date (after giving effect to Section 2(c)); and (C) as of the Separation Date, Executive will automatically forfeit any and all unvested restricted stock units, performance stock units and stock options, in each case, granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended, and such awards shall terminate automatically and without any further action by the Company and at no cost to the Severance Agreement and otherwiseCompany.

Separation Payments and Benefits. Provided that Executive: Executive timely executes the Release and Waiver attached as Exhibit A hereto (xthe “Release”) executes this Agreement and returns a copy of this Agreement that has been executed by Executive it to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 5pm CT E.S.T. on September 22December 25, 2023; (y) 2019, and does not revoke this Agreement during the Release Revocation Period (within the period specified therein, then it is agreed as defined below); and (z) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsfollows: (a) Executive will receive from the Company shall pay to (i) any unpaid Base Salary through the Separation Date, payable within 30 days following the Separation Date; (ii) reimbursement for any unreimbursed business expenses incurred through the Separation Date within 30 days following the Separation Date; and (iii) any vested benefits payable under the terms of any applicable plan and in accordance therewith; (b) Executive aggregate severance payments will receive from the Company continued payment of $623,000 Executive’s Base Salary in effect on the Separation Date for a period of two years following the Separation Date (the “Severance AmountPeriod”), which Severance Amount shall be paid through salary continuation in equal installments in accordance with totaling $1,750,000, on the Company’s standard customary payroll proceduresschedule for a period of 24 months, which payments will commence on the first day of the seventh month following the Separation Date (the “Initial Payment Date”), with the initial payment to occur on include all payments that would have occurred prior to the first Initial Payment Date and the remaining payments occurring according to the Company’s customary payroll date following practices until the 60th day following expiration of the Separation Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment dateSeverance Period; (bc) if The Executive timely elects continued coverage under will receive from the Consolidated Omnibus Budget Reconciliation Act Company a monthly payment equal to $1,143.03 for a period of 18 months (the “COBRACOBRA Payment”), which represents the Company shall pay the full amount of Executive’s COBRA premiums on behalf portion of the Executive for monthly COBRA premium that exceeds the Executive’s continued active employee cost of group health coverage under the Company’s healthgroup health plan; provided, dental and vision planshowever, including coverage for the parties acknowledge that the COBRA Payment due under this Section 2(c) shall be included in Executive’s eligible dependents's gross income to the extent the provision of such payment is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 amended (the “Retention Bonus”) in accordance with the terms of that certain Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive AgreementCode”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023;. (d) effective as Executive will receive a pro-rata portion of Executive’s Bonus, if any, for fiscal year 2019 based on actual results for such year (determined by multiplying the last day amount of such Bonus which would be due for 2019 by a fraction, the Consulting Periodnumerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company (i.e., all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d337 days) and Section 5(cthe denominator of which is 365)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period , payable in 2020 in accordance with the terms of the Award Agreementsapplicable Bonus plan at the same time the Bonus would have been paid if Executive continued to be employed by the Company; and (fe) in The Company will provide direct payment to the event that any sale, licensing, disposition, or monetization transaction or multiple transactions relating to pegtarviliase or any service providers of Executive’s choice of the Company’s legacy development-stage assets is consummated prior reasonable costs of up to June 2312 months of executive outplacement benefits, 2024, then, and only then, the Company will pay up to Executive a cash bonus equal to: (i) 1.0% maximum aggregate of the value of the upfront consideration received by the Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable to the Company in such transactions, in each case, to be paid within 30 days of the end of the calendar quarter in which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwise$50,000.

Separation Payments and Benefits. Provided that Executive: (x) executes this Agreement In consideration for your execution of and returns a copy of this Agreement that has been executed by Executive to the Company so that it is received by Cameron Turtle, Chief Operating Officer, 221 Crescent Street, Built 17, Suite 102B, Waltham, MA 02453 (email: ) no later than 5:00 pm CT on September 22, 2023; (y) does not revoke this Agreement during the Release Revocation Period (as defined below); and (z) remains in compliance with the other terms and conditions in this Agreement including, but not limited to, your consent to the Release set forth in this Agreement (including under Section 5), Executive shall receive the following separation payments and benefitsparagraph 3 below: (a) the The Company shall pay agrees to Executive aggregate severance payments continue your current annual base salary of $623,000 (the “Severance Amount”)262,500, which Severance Amount shall to be paid through salary continuation in equal installments payable in accordance with the Company’s standard customary payroll procedurespractices, with the initial payment to occur on the first payroll date for a period of twelve (12) months following the 60th day following the Separation Termination Date, with the first installment to include a catchup payment for amounts covering the period from the date of Separation Date through the first payment date;. (b) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)You shall receive, the Company shall pay the full amount of Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under with respect to the Company’s healthfiscal year 2005, dental and vision plans, including coverage for the Executive’s eligible dependents, for the Severance Period (as defined in the Severance Agreement); (c) the Company shall pay to Executive a lump sum payment of $168,246.58 (the at least your “Retention Bonus”) in accordance with the terms of that certain target” annual bonus under AXIS Capital Holdings Limited 2004 Annual Incentive Agreement between Executive and the Company dated June 21, 2023 (the “Incentive Agreement”), which Retention Bonus shall be paid following the expiration of the Release Revocation Period but in no event later than December 31, 2023; (d) effective as of the last day of the Consulting Period, all unvested Options scheduled to vest within the 12-month period following the last day of the Consulting Period shall immediately become fully vested and exercisable; (e) all vested Options (after giving effect to Section 2(d) and Section 5(c)) will remain outstanding for six months following the last day of the Consulting Period and may be exercised during such period Plan in accordance with the terms of the Award AgreementsPlan and based upon the performance of the Company (the “2005 Annual Bonus”). The 2005 Annual Bonus shall be paid at the time the Company pays such bonuses to similarly situated employees. (c) With respect to your outstanding equity awards set forth on Exhibit D, such awards shall continue to vest in accordance with their original vesting schedule and shall otherwise remain subject to the terms and conditions of the agreement evidencing such awards; andprovided, however, that with respect to your outstanding options, you shall be entitled to exercise such options within 90 days following the date on which such options vest and any option not exercised within such 90 day period shall terminate immediately. (d) The Company agrees to pay you an amount equal to any and all reasonable and necessary unreimbursed business expenses incurred by you on behalf of the Company prior to the Termination Date. (e) The Company agrees to continue your current health insurance coverage under the Company’s medical and dental plans for a period of twelve (12) months following the Termination Date, in accordance with the terms and conditions of such plans and as such plans may be amended from time to time. The Company shall provide you with the opportunity to elect benefits continuation for a period of eighteen (18) months (or such additional period for which you qualify) under the Consolidated Omnibus Reconciliation Act of 1985, as amended (referred to as COBRA), following the first anniversary of the Termination Date at your own expense. (f) The payments, benefits and awards contemplated by paragraphs 2(a), 2(b), 2(c), and 2(e) above shall be made provided that this Agreement becomes effective (as provided for in paragraph 9 below), and provided further, that you sign the Additional Release upon the Termination Date (or upon such earlier date as your employment terminates under the Employment Agreement), and such Additional Release becomes effective pursuant to its terms. Notwithstanding the foregoing, the Company shall have no obligation to provide you with the payments, benefits or awards contemplated by paragraphs 2(a), 2(b), 2(c), or 2(e) above in the event your employment is terminated by the Company for Cause pursuant to paragraph 3(a)(iii) of the Employment Agreement prior to the Termination Date. (g) You acknowledge that the payments, benefits and awards referred to in this Agreement are in lieu of and in full satisfaction of any saleamounts that might otherwise be payable or due to you under any contract, licensingplan, dispositionpolicy or practice, past or monetization transaction or multiple transactions relating to pegtarviliase present, of the Company or any of the Company’s legacy developmentother Company Releasees (as defined below), including, without limitation, the Employment Agreement, the AXIS Capital Holdings Long-stage assets is consummated prior to June 23, 2024, thenTerm Equity Compensation Plan, and only thenthe AXIS Capital Holdings Limited 2004 Annual Incentive Plan. Notwithstanding the foregoing, nothing in this Agreement shall impair or preclude your entitlement to any vested benefits you may have as of the Company will pay Termination Date under the AXIS 401(k) Savings Plan and the AXIS Specialty U.S. Services Inc. Supplemental Retirement Plan. (h) Notwithstanding anything herein to Executive a cash bonus equal to: the contrary, your rights to any payment or benefits during the Consulting Period shall be governed by the terms of the Consulting Agreement. (i) 1.0% of the value of the upfront consideration received by the The Company in such transactions, plus (ii) 0.5% of the risk-adjusted net present value of the contingent consideration payable shall be entitled to the Company in such transactions, in each case, withhold from amounts to be paid within 30 days of the end of the calendar quarter in to you under this paragraph 2 any applicable foreign, federal, state or local withholding or other taxes which such transaction is consummated, in each case, in accordance the parameters established by the Compensation Committee of the Board of Directors of the Company on August 1is from time to time required by law to withhold, 2023. Executive acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Executive is eligible to receive issue W-2s and 1099s as severance pay and benefits from the Company or any other Company Party pursuant to the Severance Agreement and otherwiserequired by law.