Common use of Separation Payments and Benefits Clause in Contracts

Separation Payments and Benefits. Upon termination of Employee's employment with Adaptec for any reason, Employee will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary of the Effective Date. (a) In the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above.

Separation Payments and Benefits. Upon termination of Employee's (a) If the Executive’s employment with Adaptec terminates prior to the Target Retirement Date for any reasonreason other than death, Employee a termination by the Company without Cause or a termination by the Executive as a result of Disability (e.g., a voluntary retirement or resignation by the Executive or a termination for Cause by the Company), the Executive will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits benefits, if any, as are set forth below; providedin the Change in Control and Severance Agreement and the Equity Award Agreements with respect to the applicable type of termination, however, that Employee shall and the Executive will not be entitled to the payments and benefits set forth below in Section 4(b). For the event Employee's termination occurs following avoidance of doubt, if the three-year anniversary Executive determines to terminate his employment at any time prior to the Target Retirement Date, provided circumstances constituting Cause do not exist, the Executive will be treated as though he terminated employment as a result of a Qualified Retirement, in which case the Executive shall not receive the payments and benefits set forth in this Agreement, but will receive the payments and benefits payable in connection with a Qualified Retirement determined in accordance with the terms of the Effective Date. (a) In Change in Control and Severance Agreement and the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then holdEquity Award Agreements. (b) In If the Executive remains employed through the Target Retirement Date or the Executive’s employment terminates prior to the Target Retirement Date as a result of death, a termination by the Company without Cause or a termination by the Executive as a result of Disability, subject to the Executive’s signing (or, in the event of Adaptec's termination Executive’s death, his duly authorized representative’s signing) a supplemental release in the form attached as Exhibit A (the “Supplemental Release”) on or within twenty-one (21) days after the Separation Date, and the Executive’s (or the Executive’s representative’s) not revoking the Supplemental Release within seven (7) days after signing it, in full and final satisfaction of Employee any amounts due or which constitutes could be due to the Executive pursuant to the Change in Control and Severance Agreement, the Equity Award Agreements or otherwise, the Executive’s separation from service on the Separation Date will be treated as a Termination without CauseQualified Retirement by the Executive under the Change in Control and Severance Agreement as of the Separation Date and the Company will make and provide the following payments and benefits in connection with such Qualified Retirement (the “Transition Benefits”): (1) the Executive’s annual base salary due through the Separation Date, Employee (2) any amounts or benefits owing to the Executive as of the Separation Date under the then applicable benefit plans of the Company, at the time such amounts or benefits are due (including any accrued vacation payable), (3) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Separation Date, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy, (4) if, for the calendar year prior to the year during which the Separation Date occurs, Executive has achieved performance goals such that Executive has earned a bonus under the Company’s annual cash incentive program (the “Annual Cash Incentive Program”) and the Annual Cash Incentive Program bonus with respect to such prior calendar year has not yet been determined and/or paid, the amount of such bonus, payable at the same time as payments are made to other participants under the Annual Cash Incentive Program, and (5) a pro rata amount of the Annual Cash Incentive Program bonus, if any, with respect to the year during which the Separation Date occurs (based on the number of days the Executive was employed by the Company during such year of termination) based on the achievement of applicable performance goals for such year, payable during the following year at the same time as payments are made to other participants under such Annual Cash Incentive Program; (ii) With respect to the Equity Awards: (1) all of Executive’s outstanding unvested time-vesting restricted stock grants and stock options will become immediately vested and Executive will have four years from the Separation Date (or, if earlier, the expiration of the original term of the option) to exercise all outstanding options; and (2) for outstanding unvested performance-vesting restricted stock and performance stock unit grants, Executive (1) will receive “Service” (as defined therein) credit through the date that he remains a consultant under the Consulting Agreement and (2) will be treated as having consummated a “Qualified Retirement” (as defined therein) thereunder on the date that such consulting services terminate. (iii) As soon as administratively practicable after the Supplemental Release has become effective and irrevocable, the Company shall reimburse the Executive on a monthly basis for the Executive’s monthly premium payments for COBRA health care coverage for the Executive and the Executive’s eligible dependents for the period from the Separation Date through December 31, 2019. (iv) The Transition Benefits will be subject to all applicable tax withholdings. The Transition Benefits will be in lieu of any severance pay the Executive may be entitled to receive under any other severance plan or arrangement, individual written employment agreement (including Section 3 of the Change in Control and Severance Agreement), or other agreement relating to payment upon separation from employment. For the avoidance of doubt, (i) a lump sum payment in an amount equal to nine (9) months it is the intent of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec the parties that the foregoing payments and benefits are in excess of three yearsthe payment and benefits that Executive would receive in the event of a Qualified Retirement under the Change in Control and Severance Agreement and the Equity Awards absent the existence of this Agreement, an additional week of base salary, and (ii) provided Employee becomes eligible the Transition Benefits (and timely elects the related separation from employment contemplated by Section 4(b)) do not include any right to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents receive the Severance Amount described in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) 3 of the Internal Revenue Code of 1986 (Change in Control and Severance Agreement or the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, CiC Severance Amount described in each case occurring within one (1) year following a Change of Control, in lieu Section 4 of the payments Change in Control and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) aboveSeverance Agreement.

Separation Payments and Benefits. Upon termination of Employee's employment with Adaptec for any reason, Employee will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary of the Effective Date. (a) In the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current target annual base salary earnings plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salarysalary not to exceed eight additional weeks, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above.

Separation Payments and Benefits. Upon termination of Employee's employment with Adaptec for any reason, Employee We have both agreed that you will receive payment for all unpaid of your base salary, plus any earned but unused vacation, through the Separation Date. In addition, the Company will, consistent with its normal payroll cycle and benefit administration processes as applicable to its employees, continue to pay your salary and vacation accrued as make health benefits available to you for a period of twelve (12) months from the Separation Date (“Severance Period”). At the conclusion of the date Severance Period, you will be eligible to continue your health coverage pursuant to COBRA, and you will be provided with notice about your rights under COBRA at that time. You will also receive a bonus payment in cash equal to $166,667, payable upon the earlier of the expiration of the Severance Period or such time as the Company awards bonuses to its executives with respect to its 2007 fiscal year. Finally, we have agreed that your grant of restricted stock as contemplated in the Employment Agreement shall vest in full at the same time as the bonus is paid pursuant to the preceding sentence (but in any event shall vest no later than the last day of the Severance Period) in lieu of the vesting schedules set forth in Section 5.4 of the Employment Agreement and in the associated restricted stock agreement. The Company may withhold from any amounts payable under this Separation Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. By our mutual signatures below, we have agreed that: (i) the Company will have no further obligations under the Employment Agreement to make payments of money in the form of salary, bonus, or otherwise, benefit contributions, transfers of stock or other things of value (including, but not limited to, perquisites) except as provided in this Separation Agreement; and (ii) the Company shall have no liability with respect to termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long your employment except as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as expressly set forth below; provided, however, that Employee shall not be entitled to herein. In exchange for the payments and benefits set forth below herein, you hereby release, acquit and forever discharge the Company and its subsidiaries and affiliates, and each of their respective officers, directors, associates, agents, employees, attorneys, shareholders, successors, assigns and affiliates, past present and future, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your employment (including termination thereof) at any time up to and including the event Employee's termination occurs following the three-year anniversary Separation Date. Without limitation of the Effective Date. foregoing releases, you acknowledge that you knowingly and voluntarily waive and release any rights you may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and that the consideration given for the waiver and releases herein is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) In the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will your waiver and release do not be entitled apply to any cash rights or other severance benefits or any accelerated vesting of Adaptec equity awards Employee claims that may then hold. arise after the date you sign this Separation Agreement; (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled you should consult with an attorney prior to signing this Separation Agreement (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount although you may choose voluntarily not to exceed $10,000 do so); (c) you have twenty-one (21) days to be paid by Adaptec directly consider this Separation Agreement (although you may choose voluntarily to the outplacement service providerexecute this Separation Agreement earlier). Any severance payment made pursuant to this section shall be paid within thirty ; (30d) you have seven (7) days following the date you sign this Separation Agreement to revoke the Separation Agreement by providing written notice of Employee's terminationsuch revocation to the Company’s General Counsel; and (e) this Separation Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Separation Agreement is signed by you. Notwithstanding the foregoing, this release of claims does not include a release of any claims you may have for workers’ compensation or at a later date if so required pursuant to Section 409A(2)(B) unemployment insurance benefits, for claims arising out of the Internal Revenue Code of 1986 (the "Code")Stock Purchase Agreement, dated May 23, 2006, as amended. (c) In , the event of Employee's Involuntary Termination two Promissory Notes each dated October 15, 2006, the two Escrow Agreements each dated October 15, 2006, or Adaptec's termination of Employee which constitutes a Termination without Causefor the Company’s failure to comply with this Separation Agreement. To the Company’s actual knowledge, in each case occurring within one (1) year following a Change of Control, in lieu based upon facts known to it as of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to Separation Date without further inquiry or investigation, there is no claim arising since October 15, 2006 through the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee Separation Date with respect to Employee and Employee's legal dependents your employment by the Company. Nothing in the twelve (12) months following preceding sentence shall be construed to waive any rights the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting Company may have with respect to one hundred percent (100%) claims relating to or arising out of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's terminationStock Purchase Agreement, dated May 23, 2006, as amended, or at a later date if so required pursuant any failure on your part to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service comply with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) aboveSeparation Agreement.

Separation Payments and Benefits. Upon termination of Employee's employment In accordance with Adaptec for any reason, Employee will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies your Letter Agreement dated August 17, 2015 and as required additionally approved by applicable law. Under certain circumstances the Compensation Committee of the Board of Directors of Town Sports International Holdings, Inc., provided that you sign and conditioned upon Employee's execution of a release and waiver of claims (acceptable toreturn this Agreement by September 23, 2016, without revoking it, and in such form subject to all of the terms and substance as provided byconditions of this Agreement, Adaptec) against Adaptec, its officers and directors, Employee you will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled to the following payments (“Payments”) and benefits set forth below benefits: a. The Company will pay you severance equal to $500,000.00, payable in equal biweekly installments over the event Employee's termination occurs twelve (12) month period following the three-year anniversary of Separation Date in accordance with the Effective Date. (aCompany’s normal payroll practices, and subject to applicable taxes and withholdings. The Company will begin making the Payments described in this Section 2(a) In to you on the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months first payroll date following the date earlier of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days from the Separation Date, or the first payroll date following the date Separation Date. The first payment shall include any prior Payments that you would have received if the Agreement had been effective on the Separation Date. b. The Company will pay you a pro-rata bonus payment (9 months) of Employee's terminationyour target bonus rate, which shall be subject to applicable tax withholdings; less the advanced bonus payment made. The Bonus will be paid when other Executives of the Company are paid and otherwise in accordance with the Amended and Restated Town Sports International Holdings, Inc. 2006 Annual Performance Bonus Plan adopted by the Company’s Compensation Committee on March 24, 2016. c. At the Company’s expense, you may continue your participation in the Company’s health and dental coverage and disability insurance programs in which you participate as of the Separation Date (or comparable substitute coverage) through September 30, 2017 (or, if earlier, until you are eligible for comparable coverage with a subsequent employer) (the “Coverage Period”); provided that if applicable law or Company policy does not permit such participation, the Company shall pay the COBRA coverage in amounts up to the level it would have paid if you were an active employee with similar coverage during the Coverage Period, to the extent permitted by law without penalty to the Company. During the Coverage Period, the Company will continue to pay that portion of the premiums that it would have paid if you remained an active employee. You agree to notify the Company immediately in writing in the event that you are eligible for comparable coverage with a subsequent employer. If you are not otherwise covered by a group health or dental plan at the end of the Coverage Period, you will be eligible at your cost and expense to continue your health and dental insurance coverage pursuant to federal COBRA law. Information regarding COBRA will be sent to you separately by the Company’s COBRA administrator. d. You acknowledge and agree that the Payments and benefits described above constitute adequate consideration for all of the terms of this Agreement and do not include any benefit, monetary or otherwise, that was earned or accrued or to which you were already entitled without signing this Agreement. If you do not execute this Agreement within the time periods provided herein, or at a later date if so required pursuant to Section 409A(2)(B) of you revoke the Internal Revenue Code of 1986 (the "Code")Agreement, as amended. (c) In the event of Employee's Involuntary Termination no Payments or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided due under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above2.

Separation Payments and Benefits. Upon termination of Employee's ’s employment with Adaptec for any reason, Employee will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's ’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's ’s execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled to the payments and benefits set forth below in the event Employee's ’s termination occurs following the three-year anniversary of the Effective Date. (a) In the event of Employee's ’s Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's ’s termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's ’s then current annual base salary plus, for each year of Employee's ’s service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's ’s health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's ’s legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's ’s termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "“Code"”), as amended. (c) In the event of Employee's ’s Involuntary Termination or Adaptec's ’s termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above.twelve

Separation Payments and Benefits. Upon termination Subject to and in consideration of Employee's employment the execution of the Release (defined below), without revocation, within forty-five (45) days following the Separation Date and Executive’s continuing compliance with Adaptec the provisions of the Employment Agreement set forth in Section 6 of this Agreement, the Company will pay the following amounts or provide the following benefits to Executive (collectively, the “Separation Compensation”), in each case minus any applicable payroll taxes and other deductions and withholdings required by federal, state or local law or as requested by Executive: (a) The Company will pay Executive accrued but unpaid Base Salary, if any, through the Separation Date; and (b) The Company will pay Executive for any reasonaccrued but unused vacation time, Employee if any, until and through the Separation Date; and (c) The Company will receive payment pay to Executive an amount equal to two times the Executive’s annual Base Salary; and (d) The Company will pay to Executive a pro rata bonus for all unpaid salary and vacation accrued calendar year 2010, calculated by multiplying the Annual Bonus that would have been payable to the Executive for calendar year 2010 (determined as of the date end of termination calendar year 2010 and payable as described below in Section 3) by a fraction, the numerator of employmentwhich is the number of days in the current calendar year through the Separation Date and the denominator of which is 365; and (e) The Company will continue Executive’s medical, dental, vision, basic life, and employee assistance coverage (collectively, the “Continued Welfare Benefits”) as in effect on the Separation Date (including the continued reimbursement of expenses pursuant to Section 4.5 of the Employment Agreement) for twenty-four (24) months after the Separation Date, provided that (x) such benefits will be continued under Adaptec's then existing benefit plans provided only if and policies for so long as Executive continues to pay to the Company the employee cost of those benefits as paid by active employees, and (y) if Executive becomes employed with another employer that provides one or more similar benefits under an employer approved plan, the Continued Welfare Benefits to be provided hereunder will be secondary to those provided under any such other plan; and (f) The Company will reimburse the Executive for the cost of outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and (g) Executive will be entitled to receive all other accrued, vested benefits as of the Separation Date to which Executive is entitled under the terms of such the Company’s employee benefit plans (which for purposes of clarity and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution avoidance of a release and waiver of claims (acceptable todoubt, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled include any benefits payable under any plan or program relating to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary payment of the Effective Date. (a) In the event of Employee's Voluntary Terminationseverance, Termination for Causebonus, or Termination for Death or Disability, Employee will not be entitled to any cash incentive or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then holdcompensation). (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above.

Separation Payments and Benefits. Upon a termination of Employee's the Executive’s employment with Adaptec for any reason, Employee will receive payment for all unpaid salary and vacation accrued as on the Separation Date (or such earlier termination date pursuant to the applicable provisions of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under Section 3) pursuant to the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable toconditions set forth herein, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also Executive shall be entitled to receive the following payments and benefits: (a) Within three (3) days following the Separation Date, the Company will pay Executive the aggregate amount of his earned but unpaid base salary, accrued but unused vacation pay and unreimbursed expenses, in each case, through the Separation Date (or such earlier termination date on which Executive’s employment is terminated for any reason), less applicable taxes and withholding, and all other benefits to which Executive has a vested right at that time (the “Accrued Benefits”). (b) Subject to Executive’s execution of the Release (as set forth defined below) on or after the Separation Date (or such earlier termination date pursuant to Section 3(b)) and such Release becoming effective on the Release Effective Date (as defined in the Release), Executive shall receive the following payments and benefits: (i) An amount equal to any unpaid annual bonus earned by Executive for the Company’s 2016 fiscal year, which shall be paid in a lump-sum on or before the third day following the Release Effective Date; (ii) To the extent not previously vested, immediate and fully accelerated vesting of any restricted stock, restricted stock units or other equity-based awards in respect of Holdings common stock that are held by Executive as of the Separation Date (or such earlier termination date pursuant to Section 3(b)); and (iii) payment by the Company of the monthly COBRA premiums with respect to medical plan coverage for Executive (and his dependents) until the earlier of (A) the date which is eighteen (18) months following the Separation Date (or such earlier termination date pursuant to Section 3(b)) or (B) the date on which Executive obtains other medical plan coverage, whether from another employer or otherwise; provided, howeverthat Executive properly elects to receive COBRA coverage following the Separation Date (or such earlier termination date pursuant to Section 3(b)). Executive shall notify the Company immediately if Executive becomes covered by a medical plan of a subsequent employer or otherwise. Notwithstanding any provision of this Agreement to the contrary, if the Company determines, in its sole discretion, that Employee it cannot provide such COBRA premium payment benefits without adverse tax consequences to Executive or the Company or for any other reason, then the Company shall, in lieu thereof, provide to Executive a taxable monthly amount equal to the monthly plan premium payment in substantially equal monthly installments over such eighteen (18) month period (or the remaining portion thereof). (c) Executive shall not be entitled to any of the payments and benefits set forth below in Section 2(b) unless and until Executive executes a release, substantially in the event Employee's termination occurs following form attached hereto as Exhibit A (the three-year anniversary of the Effective Date. (a) In the event of Employee's Voluntary Termination“Release”), Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section Release shall be paid delivered to Executive within thirty five (305) days following the Separation Date (or such earlier termination date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c3(b)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents within the time period specified in the twelve (12) months following Release and the date of termination, (iv) outplacement services through Release becomes effective and non-revocable on the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) aboveRelease Effective Date.

Separation Payments and Benefits. Upon termination Subject to and in consideration of Employee's employment the execution of the Release (defined below), without revocation, within forty-five (45) days following the Separation Date and Executive’s continuing compliance with Adaptec the provisions of the Employment Agreement set forth in Section 6 of this Agreement, the Company will pay the following amounts or provide the following benefits to Executive (collectively, the “Separation Compensation”), in each case minus any applicable payroll taxes and other deductions and withholdings required by federal, state or local law or as requested by Executive: (a) The Company will pay Executive accrued but unpaid Base Salary, if any, through the Separation Date; and (b) The Company will pay Executive for any reasonaccrued but unused vacation time, Employee if any, until and through the Separation Date; and (c) The Company will receive payment pay to Executive an amount equal to two times the Executive’s annual base salary of $325,000; and (d) The Company will pay to Executive a pro rata bonus for all unpaid salary and vacation accrued calendar year 2010, calculated by multiplying the Annual Bonus that would have been payable to the Executive for calendar year 2010 (determined as of the date end of termination calendar year 2010 and payable as described below in Section 3) by a fraction, the numerator of employmentwhich is the number of days in the current calendar year through the Separation Date and the denominator of which is 365; and (e) The Company will continue Executive’s medical, dental, vision, basic life, and employee assistance coverage (collectively, the “Continued Welfare Benefits”) as in effect on the Separation Date for twenty-four (24) months after the Separation Date, provided that (x) such benefits will be continued under Adaptec's then existing benefit plans provided only if and policies for so long as Executive continues to pay to the Company the employee cost of those benefits as paid by active employees, and (y) if Executive becomes employed with another employer that provides one or more similar benefits under an employer approved plan, the Continued Welfare Benefits to be provided hereunder will be secondary to those provided under any such other plan; and (f) The Company will reimburse the Executive for the cost of outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and (g) Executive will be entitled to receive all other accrued, vested benefits as of the Separation Date to which Executive is entitled under the terms of such the Company’s employee benefit plans (which for purposes of clarity and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution avoidance of a release and waiver of claims (acceptable todoubt, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled include any benefits payable under any plan or program relating to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary payment of the Effective Date. (a) In the event of Employee's Voluntary Terminationseverance, Termination for Causebonus, or Termination for Death or Disability, Employee will not be entitled to any cash incentive or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then holdcompensation). (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Cause, in each case occurring within one (1) year following a Change of Control, in lieu of the payments and benefits pursuant to Section 10(b) (unless payable pursuant to the last sentence of this Section 10(c)), Employee will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) above.

Separation Payments and Benefits. Upon termination Subject to and contingent upon Executive’s continued employment through September 1, 2022 and Executive’s execution of Employee's employment and compliance with Adaptec for any reasonthe terms and conditions of this Agreement, Employee will receive payment for and further provided that Executive does not revoke this Agreement as provided in Paragraph 6 below, Entegris shall provide Executive with the following benefits: (i) all unpaid salary outstanding, unvested restricted stock units relating to shares of Entegris common stock that are outstanding and vacation accrued held by Executive as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long Separation Date shall vest in full effective as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also be entitled to receive the payments and benefits as set forth below; provided, however, that Employee shall not be entitled to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary of the Effective Date. (a) In the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold. (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, ; (ii) provided Employee becomes eligible all stock option award agreements relating to shares of Entegris common stock where such stock options or a portion thereof are held by Executive and timely elects to continue Employee's health coverage under COBRAare outstanding as of the Separation Date shall, reimbursement for any COBRA payments made by Employee effective as of the Effective Date, be amended in accordance with respect to Employee and Employee's legal dependents in Exhibit A hereto (the nine (9) months following the date of termination, “Omnibus Option Agreement Amendment”); and (iii) outplacement services through all performance-based restricted stock unit award agreements relating to shares of Entegris common stock where such performance-based restricted stock units or a portion thereof are held by Executive and are outstanding and unvested as of the use Separation Date shall, effective as of a company or consultant to the Effective Date, be chosen by Employer amended in an amount not to exceed $10,000 accordance with Exhibit B hereto (to be paid by Adaptec directly the “Omnibus PRSU Agreement Amendment”); provided, that such amendments shall apply only after giving effect to the outplacement service provider). Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date proration provisions of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) sections 1.3 and 1.7 of the Internal Revenue Code of 1986 (the "Code")2022 Stock Option Award Agreement and 2022 Performance-Based RSU Award Agreement, as amended. (c) In the event of Employee's Involuntary Termination or Adaptec's termination of Employee which constitutes a Termination without Causerespectively, in each case occurring within one (case, by and between the Company and Executive. For the avoidance of doubt, each such Entegris equity award shall remain outstanding for the period between the Separation Date and the Effective Date and, Executive revokes this Agreement as provided in Paragraph 6 below, then each such award shall be forfeited in accordance with its terms In addition, notwithstanding Entegris’ requirement that an employee must remain employed with Entegris on January 1) year following a Change of Control, 2023, in lieu of order to be eligible to receive a discretionary award under the payments Entegris Incentive Plan for the 2022 fiscal year, Entegris will pay EMPLOYEE a pro-rata bonus for fiscal year 2022, less applicable taxes and benefits pursuant to Section 10(b) (unless payable withholdings. Such amount will be determined in Entegris’ discretion based on Entegris’ financial performance for 2022 pursuant to the last sentence of this Section 10(c)), Employee Entegris Incentive Plan and will be entitled to (i) a lump sum payment in an amount equal to twelve (12) months pro-rated based on the number of Employee's then current annual base salary, (ii) a lump sum payment in an amount equal to Employee's thendays during fiscal year 2022 during which EMPLOYEE remained employed with Entegris. This pro-applicable annual target rata bonus opportunity, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to will be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the same time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Controlthat Entegris pays such bonuses to current Entegris employees, then Employee which Entegris anticipates will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) abovebe in February 2023.

Separation Payments and Benefits. Upon termination of Employee's employment with Adaptec for any reason, On the Separation Date the Employee will receive payment for all unpaid salary and vacation accrued as of the date of termination of employment, and benefits will be continued under Adaptec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances and conditioned upon Employee's execution of a release and waiver of claims (acceptable to, and in such form and substance as provided by, Adaptec) against Adaptec, its officers and directors, Employee will also shall be entitled to receive and the payments and benefits as set forth below; provided, however, that Employee shall not be entitled Employer agrees to pay to the payments and benefits set forth below in the event Employee's termination occurs following the three-year anniversary of the Effective Date.Employee as follows: (a) In all unpaid base salary and unused vacation and PTO days through the event of Employee's Voluntary Termination, Termination for Cause, or Termination for Death or Disability, Employee will not be entitled to any cash or other severance benefits or any accelerated vesting of Adaptec equity awards Employee may then hold.Separation Date; (b) In the event of Adaptec's termination of Employee which constitutes a Termination without Cause, Employee will be entitled to (i) a lump sum payment in an amount equal to nine (9) months of Employee's then current annual base salary plus, for each year of Employee's service with Adaptec in excess of three years, an additional week of base salary, (ii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made reasonable and necessary business expenses incurred by Employee with respect to the Employee and Employee's legal dependents in the nine (9) months following the date of termination, and (iii) outplacement services through the use of a company unreimbursed on or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly prior to the outplacement service provider). Any severance payment made Separation Date pursuant to this section shall be paid the Employer’s reimbursement policies, within thirty (30) 30 days following the date Employee’s presentation of Employee's termination, or at a later date if so required pursuant an invoice to Section 409A(2)(B) of the Internal Revenue Code of 1986 (the "Code"), as amended.Employer; (c) In Employer matching contributions to Employer’s 401(k) Plan relating to elective contributions from compensation earned through the event Separation Date; (d) reimbursement or payment of premiums, costs, etc. for benefits provided to the Employee's Involuntary Termination or Adaptec's termination of , including without limitation, automobile lease and operating expenses, and health, disability and life insurance through the Separation Date; (e) Payments provided to the Employee which constitutes a Termination without Causeunder the Employer’s Deferred Compensation Plan and Salary Continuation Plan, in each case occurring within one the amounts and at the times set forth in such Plans and the elections made thereunder and otherwise in accordance with the terms and conditions of such Plans; and (1f) year following a Change of Control, in lieu Indemnification of the payments Employee after the Separation Date under the Employer’s or any Affiliated Entities’ directors’ and benefits pursuant officers’ insurance policies, articles of incorporation, bylaws, and indemnification agreements to Section 10(b) (unless payable pursuant to which Employee is a party, including Employee’s Employment Agreement as if it were still in force and effect, on the last sentence of this Section 10(c))terms, conditions and amounts provided in such documents, for events that occurred while the Employee will be entitled to (i) a lump sum payment in was an amount equal to twelve (12) months of Employee's then current annual base salaryofficer, (ii) a lump sum payment in an amount equal to Employee's then-applicable annual target bonus opportunitytrustee, (iii) provided Employee becomes eligible and timely elects to continue Employee's health coverage under COBRA, reimbursement for any COBRA payments made by Employee with respect to Employee and Employee's legal dependents in the twelve (12) months following the date of termination, (iv) outplacement services through the use of a company or consultant to be chosen by Employer in an amount not to exceed $10,000 (to be paid by Adaptec directly to the outplacement service provider) and (v) accelerated vesting with respect to one hundred percent (100%) director of any then-unvested shares subject to all Adaptec equity awards then held by Employee. Any severance payment made pursuant to this section shall be paid within thirty (30) days following the date of Employee's termination, or at a later date if so required pursuant to Section 409A(2)(B) of the Code. In the event Employee has completed less than one (1) year of service with Adaptec at the time of Employee's Involuntary Termination or Termination without Cause occurring within one (1) year following a Change of Control, then Employee will receive the greater of (determined without taking into account the value of accelerated vesting under Section 10(c)(v) hereof) (A) a prorated amount of the payments and benefits provided under this Section 10(c) or (B) the payments and benefits provided under Section 10(b) aboveAffiliated Entities.