Common use of Separation Payments and Benefits Clause in Contracts

Separation Payments and Benefits. You will receive payment of all Accrued Obligations within thirty (30) days following the Effective Date, regardless of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted stock units (“PRSUs”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control (as defined in the 2011 Plan)) and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application of the lock-up restrictions provided in this Section 2 upon written request by you.

Separation Payments and Benefits. You Subject to your execution of this Agreement and execution of Schedule 2 to this Agreement by your adviser named at Paragraph 5 below, and in consideration for your agreement to be bound by the promises set forth in this Agreement in addition to the amounts described in Paragraphs 1 and 2 above, you shall receive: (a) The sum of £394,300 (less UK statutory deductions) within 30 business days of receipt by the Company of this Agreement signed by you, and Schedule 1 signed by the adviser named at Paragraph 5. (b) The sum of £651,667 payable in six (6) equal monthly installments starting on the date four months after receipt by the Company of this Agreement signed by you (subject in all respects to execution of this Agreement by you and your adviser as described above), as compensation for loss of office. The first £30,000 shall be paid without deduction of PAYE or National Insurance. The balance shall be paid subject to deduction of basic rate tax only and after issuance of your P45. (c) The sum of £282,833 payable in three (3) equal monthly installments. The first of the three (3) installments will receive payment of all Accrued Obligations be made within thirty (30) business days following of receipt by the Effective Date, regardless Company of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without signed by you (subject in all respects to execution of this Agreement being revoked: (i) within five (5) business days following the expiration by you and your adviser as described above and to such statutory deductions that may be applicable), with subsequent payments on each monthly anniversary of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company first payment date. (“Shares”d) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted Restricted stock units (“PRSUsRSU’S”) granted with the fair market value (such fair market value to you under be taken at March 13th 2009) of the Award sum of £389,000. Such RSU’s to vest over a period of 3 years commencing the date of this Agreement, and you acknowledge and agree that any remaining PRSUs held by you under details of the Award Agreement vesting shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary set out in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you a separate agreement which shall include standard vesting provisions and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall also be subject to a lock-up on sales, offers, pledges, contracts forfeiture provision in the event that you solicit employees of the Company within the three year vesting period. (e) All outstanding stock options you hold as of the Separation Date that are not already vested and exercisable as of the Separation Date will automatically terminate as of the Separation Date. Outstanding stock options that you hold that are already vested as of the Separation Date are hereby amended to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, remain exercisable until the date that is end of the later of applicable option term (xAugust 1, 2010) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable pursuant to any such Shares would expire under the terms of the applicable stock option grant agreement evidencing such other agreementoutstanding vested stock options. All outstanding restricted stock units that have not yet become vested as of the Separation Date shall be forfeited. The foregoing treatment of your equity incentive awards is subject in all respects to your execution and non-revocation of this Agreement as described above. (f) The Company makes no warranty as to the taxable status of the payments made under this Agreement. In the event that the payments made pursuant to this Agreement are at any time assessed to income tax, contract PAYE and/or employee national insurance contributions (“Taxation”) whether in addition to such deductions as the Company may make at the time payment is made or arrangement (orotherwise, if earlieryou agree to be responsible for the payment of such Taxation and, until your death or a Change of Control (as defined in the 2011 Plan)) and all lawsevent that the HMRC seeks to recover the whole or part of the Taxation from the Company, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to indemnify the Company to satisfy the applicable tax withholding fully in respect thereof and in respect of any fines, interest and penalties thereon. The Company shall promptly inform you of any demand for payment in connection with the settlement payments made under this Agreement to HMRC, or other relevant authority. You agree to pay the Company the amount of any PRSUs; Taxation (together with any such interest and further provided, however, penalties) within 28 days of the Company serving on you a statement prepared by the Company’s auditors certifying both the amount to be paid in respect of this indemnity and that the Board may, in its sole discretion, waive the application Taxation falls due to be accounted for to a relevant taxing authority within 30 days of the lock-up restrictions provided in this Section 2 upon written request by you.date of the

Separation Payments and Benefits. You will receive payment Subject to your execution and non-revocation of all Accrued Obligations within thirty (30) days following this Agreement and in consideration for your agreement to be bound by the Effective Date, regardless promises set forth in Paragraphs 4 and 6 of whether you sign this Agreement. Provided that , in addition to the amounts described in Paragraph 1 above and, as stated in Paragraph 1(b) above, in lieu of any other compensation under any plan or program: (a) The Company will pay you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five on February 16, 2010, in one lump sum, One Million Four Hundred Thirty Thousand Dollars (5$1,430,000) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), and (ii) on December 31, 2016in eleven (11) monthly installments, the Company shall grant to you Shares representing an aggregate value amount of Two Million One Hundred Five Thousand Nine Hundred Nineteen Dollars ($263,1852,105,919), in each case less any applicable deductions and withholdings. The first of the eleven (11) installments will be made on February 16, 2010 with subsequent payments paid on or about each monthly anniversary of the first payment date in accordance with the number Company’s regularly scheduled payroll date. (b) If you timely elect to continue group health coverage under the provisions of Shares to the law known as “COBRA”, ITG will pay for the first twelve (12) months of your COBRA coverage. ITG will send you a separate notice detailing your rights under COBRA and if you have any questions about that notice, please contact Human Resources at [**]. Upon completion of the twelfth month of COBRA coverage, ITG will cease contributing towards the cost of the COBRA premium on your behalf. Thereafter, you will be based on responsible for the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement full cost of any further COBRA coverage. Notwithstanding the foregoing, in the event you become eligible for (i) healthcare coverage through subsequent employment, or (ii) Medicare or Medicaid, ITG’s obligation to pay for your COBRA premium on your behalf will cease as of the date of such eligibility and you will be responsible for the full cost of any COBRA coverage that is incurred by ITG after the date of such subsequent eligibility for healthcare coverage. You must immediately notify ITG of such eligibility by contacting Human Resources at [**] or via email to [**] as soon as you become aware of such eligibility. (c) All outstanding stock options you hold as of the Transition Services Agreement Termination Date that are not already vested and exercisable as of the Transition Services Agreement Termination Date will automatically terminate as of the Transition Services Agreement Termination Date. Outstanding stock options that you hold that are already vested as of the Transition Services Agreement Termination Date shall, pursuant to the terms of the applicable stock option grant agreement evidencing such outstanding vested stock options, expire 60 days after the Transition Services Agreement Termination Date. In addition, all performance-based restricted stock units (“PRSUs”) unit awards granted to you under the Company’s Amended and Restated Stock Unit Award Agreement, Program Subplan (the “SUA Program”) that are not already vested as of the Transition Services Agreement Termination Date will automatically vest pursuant to the terms of the SUA Program and will be issued to you acknowledge and agree that any remaining PRSUs held by in accordance with the terms of the SUA Program. Shares subject to stock unit awards granted to you under the Award SUA Program that are already vested as of the Transition Services Agreement shall Termination Date will be automatically forfeited on issued to you in accordance with the Effective Date. Notwithstanding anything terms of the SUA Program. (d) Subject to your compliance with the contrary covenants in Paragraph 4 below, you will continue to vest in all Basic Units, as defined in the Employment AgreementCompany’s Equity Deferral Award Program Subplan (the “EDA Subplan”) and Matching Units, as defined in the 2011 PlanEDA Subplan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued awarded to you pursuant to this Section 2the grant notice dated March 23, 2009 under the EDA Subplan, as if you continued in employment with the Company on each applicable vesting date set forth in the grant notice, and any Shares held by you as the Basic Units and Matching Units will be settled on the schedule set forth in Section 7(a)(i) and (ii) of the EDA Subplan; provided that if (i) a change in control occurs prior to the applicable settlement date hereofand the change in control transaction constitutes a “change in control event” within the meaning of such term under section 409A of the Internal Revenue Code of 1986, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchaseas amended (the “Code”), or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (xii) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms of such other agreement, contract or arrangement (or, if earlier, until your death or you incur a Change of Control Disability (as defined in the 2011 Plan)EDA Subplan) or die prior to the applicable settlement date, in either case, any remaining Basic Units and Matching Units that have not yet vested and been settled shall be settled within 30 days following the date of the change in control, or within 60 days of your Disability or death, as applicable. If a change in control occurs and the change in control transaction is not a “change in control event” within the meaning of such term under section 409A of the Code, any remaining Basic Units and Matching Units that have not yet been settled will not be settled upon the change in control but will continue to be settled according to the schedule set forth in Section 7(a)(i) and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application (ii) of the lock-up restrictions provided in this Section 2 upon written request by EDA Subplan. In no event will you, directly or indirectly, designate the calendar year of settlement.

Separation Payments and Benefits. (a) In addition to any accrued but unpaid base salary and vacation pay due and payable to you following your Termination Date, and provided that (i) your employment is terminated at the end of the Transition Period as described in Section 1 above (and not pursuant to your Voluntary Termination pursuant to Section 2 above), (ii) you execute, deliver and do not revoke this Agreement pursuant to Section 21 below and (iii) you execute, deliver and do not revoke the release agreement attached as Exhibit A hereto (the “Second Release Agreement”) within thirty (30) days of the Termination Date, you will be entitled to the following payments and benefits, subject to your continued compliance with the provisions of this Agreement, including but not limited to Sections 10 through 14 below: (i) You will receive payment be provided with the severance payments and benefits as calculated in accordance with Schedule I attached hereto and payable in accordance with the terms therewith. (ii) Your Common Stock, Options and RSUs will be treated in accordance with the terms set forth in Schedule I attached hereto (the “Equity Treatment”). (iii) The Company will reimburse you for reasonable and customary business expenses incurred prior to the Termination Date pursuant to the terms of all Accrued Obligations within the Company’s business expense policy, provided that you submit a completed expense reimbursement form and supporting documentation no later than thirty (30) days following the Effective Termination Date, regardless of whether you sign . (b) You acknowledge and agree that the payments and other benefits provided pursuant to Section 1 above and this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares Section 3 are granted (the “Initial Grant Date”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement full discharge of any and all performance-based restricted stock units (“PRSUs”) granted to you under liabilities and obligations of the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement Company or any other member of the Company Group to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under the Offer Letter, any alleged written or oral employment agreement, contract policy, plan or procedure of the Company or any other member of the Company Group and/or any alleged understanding or arrangement between you and the Company, Company or any Shares issued to you pursuant to this Section 2, and any Shares held by you as other member of the date hereofCompany Group (other than claims for accrued and vested benefits under an employee benefit, shall be insurance, or pension plan of the Company or any other member of the Company Group (excluding any employee benefit plan providing severance or similar benefits), subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms and conditions of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control (as defined in the 2011 Planplan(s)) and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application of the lock-up restrictions provided in this Section 2 upon written request by you).

Separation Payments and Benefits. You will receive payment of all Accrued Obligations within thirty Upon separation from the Company, Executive shall be entitled to the following payments and benefits: i. Within seven (307) days following the Effective Date, regardless of whether you sign Executive’s execution of this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business days following the expiration of the revocation periodagreement, the Company shall grant pay the Executive any Base Salary and Annual Bonus from the previous calendar year to you shares the extent accrued but unpaid as of common stockthe effective date of the Executive’s separation; one hundred and forty hours of accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, par value $0.001 per share the “Accrued Obligations”) less any withholdings and other deductions required by law. ii. The Company shall pay the Executive a prorated amount of the current calendar year Annual Bonus (as such term is defined in the Employment Agreement), with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (“Shares”but in no event later than March 15, 2022) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant DateProRata Bonus”). iii Subject to the Executive signing and returning an executed version of this Agreement to the Company at its headquarters address referred to in the heading of this Agreement within 21 calendar days of receipt of this Agreement and not timely revoking it, the Company will pay the Executive: a) an amount equal to twelve (ii12) on December 31months of the Executive’s Base Salary in a lump sum less applicable withholdings and other deductions required by law within sixty (60) calendar days of the date of separation. b) an amount of $294,682.00 equivalent to the preceding year Bonus, 2016in addition to the preceding year Bonus that Executive has already received, in a lump sum less applicable withholdings and other deductions required by law within sixty (60) calendar says of the date of separation. c) Provided the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall grant also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to you Shares representing an aggregate value the date of $263,185separation, with during the number eighteen (18) month period following the date of Shares separation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of separation. The Executive will continue to be based on required to pay that portion of the closing price premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of a Share on separation. Notwithstanding the New York Stock Exchange on foregoing, in the Initial Grant Date, (iii) on December 31, 2017event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the Company shall grant parties agree to you Shares representing negotiate in good faith a mutually agreeable alternative arrangement. d) an aggregate value amount equivalent to 50% of attorney’s fees, not to exceed $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted stock units (“PRSUs”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything 2,500 payable directly to the contrary in the Employment AgreementLaw Office of Xxxxx Xxxxxxxxxxxx, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as LLC within fifteen (15) days from receipt of the date hereof, corresponding invoice e) All Executive’s Stock Options shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, fully vest and remain exercisable until the date that is the later earlier of (x) six (6) months after the effective date of your resignation or removal from the Board October 13, 2022 or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under expiration of the terms of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control (as defined in the 2011 Plan)) and original option term. iv Executive shall resign from all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection positions with the settlement Company, including any of any PRSUs; and further providedits parent, howeversubsidiary, that the Board mayor affiliate companies, in its sole discretion, waive the application effective as of the lock-up restrictions provided in this Section 2 upon written request by youSeparation Date.

Separation Payments and Benefits. You will receive payment Subject to your execution and non-revocation of all Accrued Obligations within thirty (30) days following this Agreement and in consideration for your agreement to be bound by the Effective Date, regardless promises set forth in Paragraphs 4 and 6 of whether you sign this Agreement. Provided that , in addition to the amounts described in Paragraph 1 above and, as stated in Paragraph 1(b) above, in lieu of any other compensation under any plan or program: (a) The Company will pay you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five on February 16, 2010, in one lump sum, One Million Four Hundred Thirty Thousand Dollars (5$1,430,000) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), and (ii) on December 31, 2016in eleven (11) monthly installments, the Company shall grant to you Shares representing an aggregate value amount of Two Million One Hundred Five Thousand Nine Hundred Nineteen Dollars ($263,1852,105,919), in each case less any applicable deductions and withholdings. The first of the eleven (11) installments will be made on February 16, 2010 with subsequent payments paid on or about each monthly anniversary of the first payment date in accordance with the number Company’s regularly scheduled payroll date. (b) If you timely elect to continue group health coverage under the provisions of Shares to the law known as “COBRA”, ITG will pay for the first twelve (12) months of your COBRA coverage. ITG will send you a separate notice detailing your rights under COBRA and if you have any questions about that notice, please contact Human Resources at 212.444.4222. Upon completion of the twelfth month of COBRA coverage, ITG will cease contributing towards the cost of the COBRA premium on your behalf. Thereafter, you will be based on responsible for the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement full cost of any further COBRA coverage. Notwithstanding the foregoing, in the event you become eligible for (i) healthcare coverage through subsequent employment, or (ii) Medicare or Medicaid, ITG’s obligation to pay for your COBRA premium on your behalf will cease as of the date of such eligibility and you will be responsible for the full cost of any COBRA coverage that is incurred by ITG after the date of such subsequent eligibility for healthcare coverage. You must immediately notify ITG of such eligibility by contacting Human Resources at 212.444.4222 or via email to XXX_XX@xxx.xxx as soon as you become aware of such eligibility. (c) All outstanding stock options you hold as of the Transition Services Agreement Termination Date that are not already vested and exercisable as of the Transition Services Agreement Termination Date will automatically terminate as of the Transition Services Agreement Termination Date. Outstanding stock options that you hold that are already vested as of the Transition Services Agreement Termination Date shall, pursuant to the terms of the applicable stock option grant agreement evidencing such outstanding vested stock options, expire 60 days after the Transition Services Agreement Termination Date. In addition, all performance-based restricted stock units (“PRSUs”) unit awards granted to you under the Company’s Amended and Restated Stock Unit Award Agreement, Program Subplan (the “SUA Program”) that are not already vested as of the Transition Services Agreement Termination Date will automatically vest pursuant to the terms of the SUA Program and will be issued to you acknowledge and agree that any remaining PRSUs held by in accordance with the terms of the SUA Program. Shares subject to stock unit awards granted to you under the Award SUA Program that are already vested as of the Transition Services Agreement shall Termination Date will be automatically forfeited on issued to you in accordance with the Effective Date. Notwithstanding anything terms of the SUA Program. (d) Subject to your compliance with the contrary covenants in Paragraph 4 below, you will continue to vest in all Basic Units, as defined in the Employment AgreementCompany’s Equity Deferral Award Program Subplan (the “EDA Subplan”) and Matching Units, as defined in the 2011 PlanEDA Subplan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued awarded to you pursuant to this Section 2the grant notice dated March 23, 2009 under the EDA Subplan, as if you continued in employment with the Company on each applicable vesting date set forth in the grant notice, and any Shares held by you as the Basic Units and Matching Units will be settled on the schedule set forth in Section 7(a)(i) and (ii) of the EDA Subplan; provided that if (i) a change in control occurs prior to the applicable settlement date hereofand the change in control transaction constitutes a “change in control event” within the meaning of such term under section 409A of the Internal Revenue Code of 1986, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchaseas amended (the “Code”), or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (xii) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms of such other agreement, contract or arrangement (or, if earlier, until your death or you incur a Change of Control Disability (as defined in the 2011 Plan)EDA Subplan) or die prior to the applicable settlement date, in either case, any remaining Basic Units and Matching Units that have not yet vested and been settled shall be settled within 30 days following the date of the change in control, or within 60 days of your Disability or death, as applicable. If a change in control occurs and the change in control transaction is not a “change in control event” within the meaning of such term under section 409A of the Code, any remaining Basic Units and Matching Units that have not yet been settled will not be settled upon the change in control but will continue to be settled according to the schedule set forth in Section 7(a)(i) and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application (ii) of the lock-up restrictions provided in this Section 2 upon written request by EDA Subplan. In no event will you, directly or indirectly, designate the calendar year of settlement.

Separation Payments and Benefits. You Subject to your execution of this Agreement and execution of Schedule 2 to this Agreement by your adviser named at Paragraph 5 below, and in consideration for your agreement to be bound by the promises set forth in this Agreement in addition to the amounts described in Paragraphs 1 and 2 above, you shall receive: (a) The sum of £394,300 (less UK statutory deductions) within 30 business days of receipt by the Company of this Agreement signed by you, and Schedule 1 signed by the adviser named at Paragraph 5. (b) The sum of £651,667 payable in six (6) equal monthly installments starting on the date four months after receipt by the Company of this Agreement signed by you (subject in all respects to execution of this Agreement by you and your adviser as described above), as compensation for loss of office. The first £30,000 shall be paid without deduction of PAYE or National Insurance. The balance shall be paid subject to deduction of basic rate tax only and after issuance of your P45. (c) The sum of £282,833 payable in three (3) equal monthly installments. The first of the three (3) installments will receive payment of all Accrued Obligations be made within thirty (30) business days following of receipt by the Effective Date, regardless Company of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without signed by you (subject in all respects to execution of this Agreement being revoked: (i) within five (5) business days following the expiration by you and your adviser as described above and to such statutory deductions that may be applicable), with subsequent payments on each monthly anniversary of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company first payment date. (“Shares”d) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted Restricted stock units (“PRSUsRSU’S”) granted with the fair market value (such fair market value to you under be taken at March 13th 2009) of the Award sum of £389,000. Such RSU’s to vest over a period of 3 years commencing the date of this Agreement, and you acknowledge and agree that any remaining PRSUs held by you under details of the Award Agreement vesting shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary set out in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you a separate agreement which shall include standard vesting provisions and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall also be subject to a lock-up on sales, offers, pledges, contracts forfeiture provision in the event that you solicit employees of the Company within the three year vesting period. (e) All outstanding stock options you hold as of the Separation Date that are not already vested and exercisable as of the Separation Date will automatically terminate as of the Separation Date. Outstanding stock options that you hold that are already vested as of the Separation Date are hereby amended to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, remain exercisable until the date that is end of the later of applicable option term (xAugust 1, 2010) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable pursuant to any such Shares would expire under the terms of the applicable stock option grant agreement evidencing such other agreementoutstanding vested stock options. All outstanding restricted stock units that have not yet become vested as of the Separation Date shall be forfeited. The foregoing treatment of your equity incentive awards is subject in all respects to your execution and non-revocation of this Agreement as described above. (f) The Company makes no warranty as to the taxable status of the payments made under this Agreement. In the event that the payments made pursuant to this Agreement are at any time assessed to income tax, contract PAYE and/or employee national insurance contributions (“Taxation”) whether in addition to such deductions as the Company may make at the time payment is made or arrangement (orotherwise, if earlieryou agree to be responsible for the payment of such Taxation and, until your death or a Change of Control (as defined in the 2011 Plan)) and all lawsevent that the HMRC seeks to recover the whole or part of the Taxation from the Company, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to indemnify the Company to satisfy the applicable tax withholding fully in respect thereof and in respect of any fines, interest and penalties thereon. The Company shall promptly inform you of any demand for payment in connection with the settlement payments made under this Agreement to HMRC, or other relevant authority. You agree to pay the Company the amount of any PRSUs; Taxation (together with any such interest and further provided, however, penalties) within 28 days of the Company serving on you a statement prepared by the Company’s auditors certifying both the amount to be paid in respect of this indemnity and that the Board may, in its sole discretion, waive the application Taxation falls due to be accounted for to a relevant taxing authority within 30 days of the lock-up restrictions provided in date of the statement. In the event that following payment of such Taxation by the Company to HMRC you successfully dispute the liability to tax of payments made under this Section 2 upon written request by youAgreement and the Taxation is refunded to the Company, the Company agrees to pay any such refund to you within 14 days of receipt thereof.

Separation Payments and Benefits. You will receive payment Subject to your non-revocation of all Accrued Obligations within thirty (30) days following the Effective Date, regardless of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business days following the expiration of the revocation periodRelease, you and the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant Date”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted stock units (“PRSUs”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary following: (a) Pursuant to Section 2.1 of the Change in the Employment AgreementControl Agreement effective August 8, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement 2006 by and between you and the CompanyCompany (the “Change in Control Agreement”), any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall be subject entitled to a lock-up on sales, offers, pledges, contracts to sell, grants full vesting of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control all Equity Awards (as defined in the 2011 Plan)Change in Control Agreement) and all lawsupon your termination of employment. Notwithstanding the foregoing, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement Merger the Company agrees to accelerate the vesting of all your Equity Awards immediately prior to the Effective Time of the Merger so that your Equity Awards will be converted into the right to receive merger consideration pursuant to the terms of Section 5.3(a) of the Merger Agreement. (b) Pursuant to Section 2 of the Transaction Incentive Agreement dated March 29, 2011 by and between you and the Company (the “Transaction Incentive Agreement”), you shall be entitled to payment of an Incentive Amount (as defined in the Transaction Incentive Agreement). Pursuant to the terms of the Transaction Incentive Agreement, your aggregate total Incentive Amount of $5,000,000 shall be paid to you in connection with your termination of employment on the Termination Date. (c) The Company shall pay you on the Termination Date a lump sum in the amount of $174,062.50, which represents accrued and unpaid bonus as of the Effective Time. (d) The Company shall pay you within 60 days of the Termination Date a lump sum amount for any outstanding travel and expense reimbursements due to you pursuant to the Company’s policy governing such reimbursements. (e) Except as set forth above, you agree to waive any and all other amounts due to you pursuant to the terms of any PRSUs; other agreement or arrangement notwithstanding Sections 1(a) and further provided, however, that the Board may, in its sole discretion, waive the application (b) of the lock-up restrictions provided in this Section 2 upon written request by you.Release attached as Exhibit A.

Separation Payments and Benefits. You In consideration for your execution, delivery, and non-revocation of a release of claims substantially in the form attached hereto as Exhibit 1 (the “Release”), you will receive payment of all Accrued Obligations within thirty (30) days be entitled to the following the Effective Date, regardless of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein payments and the revocation period provided for herein has passed without this Agreement being revoked: benefits: (i) Notwithstanding any provision of the Company’s annual bonus plan for 2014 requiring participants therein to remain employed through the date annual bonuses would be paid, in 2015, 75% in shares of Company common stock (“Company Stock”) and 25% in cash, you will be entitled to receive the full amount of the annual bonus the Company has estimated in good faith you would otherwise be paid in 2015, equal to $343,482, in cash, (the “2014 Bonus Payment”). The 2014 Bonus Payment will be paid to you within five ten (510) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant your Separation Date”), . (ii) on December 31Notwithstanding any provision of the Company’s 2009 Stock Incentive Plan and any applicable restricted stock award agreement granted thereunder, 2016for so long as you continue to perform services as Brand Ambassador pursuant to the terms of the Licensing Agreement (as amended by this Letter), effective as of the Separation Date, the 37,500 shares of restricted Company Stock that you currently hold shall grant remain outstanding and subject to continued vesting in accordance with their terms (as amended by this Paragraph 2(a)(ii)), and shall not otherwise be forfeited on your Separation Date. In the event your services hereunder are terminated for any reason other than by the Company for Cause (as defined below), any unvested restricted shares that would have otherwise vested in accordance with their terms during the applicable term of the Licensing Agreement in which your termination occurs, shall be accelerated and delivered to you Shares representing an aggregate value within ten (10) days from the date your services terminate. By way of $263,185illustration and for the avoidance of doubt, with if the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on Company terminates your services provided for in this Letter for any reason other than for Cause during (x) the Initial Grant DateTerm, (iii) on December 31you will become vested in any of the 27,500 shares of restricted Company Stock that otherwise would have vested between January 1, 2015 through January 1, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted stock units (“PRSUs”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) during the date upon which subsequent Extension Term, then you will become vested in the remaining 10,000 shares of restricted Company Stock that otherwise would have vested in 2017; in either such case, solely to the extent any such lock-up restrictions applicable shares remain unvested at the time of such termination. (iii) If you timely elect continuation coverage (with respect to your coverage and/or any such Shares would expire eligible dependent coverage) under the terms Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA Continuation Coverage”) with respect to the Company’s group health insurance plan, then the Company shall pay you, on a monthly basis, the monthly cost of COBRA Continuation Coverage during the twenty-four (24) month period following the Separation Date (or until such other agreement, contract or arrangement (orearlier date, if earlierany, until your death or a Change of Control (as defined in the 2011 Planon which you obtain comparable health insurance coverage from another employer)) and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application of the lock-up restrictions provided in this Section 2 upon written request by you.

Separation Payments and Benefits. You Subject to your execution and non-revocation of this Agreement and in consideration for your agreement to be bound by the promises set forth in Paragraph 4 of this Agreement, in addition to the amounts described in Paragraph 1 above: (a) The Company will receive payment pay you, in nine (9) monthly installments, the aggregate amount of all Accrued Obligations Two Million One Hundred Eight Thousand Dollars ($2,108,000). The first of the nine (9) installments will be made within thirty (30) business days following of the Effective Date, regardless Separation Date (subject in all respects to your execution and non-revocation of whether you sign this Agreement. Provided that you sign this Agreement as described above), with subsequent payments on each monthly anniversary of the first payment date. (b) The Company will pay to you within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: thirty (i) within five (530) business days following the expiration of the Separation Date (subject in all respects to your execution and non-revocation periodof this Agreement as described above), in one lump sum, Seven Hundred Sixty-Five Thousand Dollars ($765,000) in satisfaction of any remaining bonus payments that you may claim are owed to you in respect of 2008. This 2008 bonus payment is in addition to the amount payable pursuant to Paragraph 1(b) above; provided that there are no amounts due under Paragraph 1(b) above with respect to your 2008 bonus. (c) If you timely elect to continue group health coverage under COBRA, the Company shall grant will provide you with continued coverage under the Company’s health insurance program for the twelve (12) month period following the Separation Date at the Company’s sole cost and expense (subject in all respects to your execution and non-revocation of this Agreement as described above); provided, however, that this continued coverage will cease when you shares of common stock, par value $0.001 per share commence full-time employment at another firm. The COBRA health care continuation coverage period under section 4980B of the Company (“Shares”) representing an aggregate value Internal Revenue Code of $2,070,6251986, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted as amended (the “Initial Grant DateCode”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, will run concurrently with the number foregoing period of Shares continued coverage. (d) All outstanding stock options you hold as of the Separation Date that are not already vested and exercisable as of the Separation Date will automatically terminate as of the Separation Date. Outstanding stock options that you hold that are already vested as of the Separation Date are hereby amended to be based on remain exercisable until the closing price end of a Share on the New York Stock Exchange on applicable option term (August 1, 2010) pursuant to the Initial Grant Date, (iii) on December 31, 2017, terms of the Company shall applicable stock option grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based agreement evidencing such outstanding vested stock options. All outstanding restricted stock units (“PRSUs”) that have not yet become vested as of the Separation Date shall be forfeited. In addition, all stock unit awards granted to you under the Company’s Amended and Restated Stock Unit Award Agreement, and you acknowledge and agree Program Subplan (the “SUA Program”) that any remaining PRSUs held by are not already vested as of the Separation Date will be forfeited. Shares subject to stock unit awards granted to you under the Award Agreement shall SUA Program that are already vested as of the Separation Date will be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you as of the date hereof, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under in accordance with the terms of such other agreement, contract or arrangement (or, if earlier, until the SUA Program. The foregoing treatment of your death or a Change of Control (as defined equity incentive awards is subject in the 2011 Plan)) all respects to your execution and all laws, rules and regulations applicable to you; provided, however, if determined by the Board in its sole discretion, the provisions non-revocation of this Section 2 shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application of the lock-up restrictions provided in this Section 2 upon written request by youAgreement as described above.

Separation Payments and Benefits. You Following the Separation Date, Employee shall be entitled to receive the payments and benefits set forth in this Section 2, subject to the terms and conditions set forth in this Agreement. (a) Following the Separation Date, Employee will be entitled to receive (i) payment of all Accrued Obligations his base salary for the final payroll period of his employment, through the Separation Date, payable within thirty (30) 30 days following the Effective Separation Date; and (ii) reimbursement for business expenses incurred by Employee but not yet paid to Employee as of the Separation Date (provided that Employee submit all expenses and supporting documentation required within 60 days of the Separation Date, regardless of whether you sign this Agreement. Provided and provided further that you sign this Agreement such expenses are reimbursable under the Company’s policies as then in effect, with any such eligible reimbursement payable within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business 30 days following the expiration date such expenses are properly submitted in accordance with the terms hereof (collectively, the “Final Compensation”)). (b) In addition to the Final Compensation, subject to the terms and conditions set forth in this Agreement (including Sections 3 and 4 of this Agreement), with respect to Employee’s equity incentive awards with respect to shares of RSL common stock (“RSL Equity Awards”) granted to Employee prior to March 31, 2021 under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (as amended or restated from time to time, the “RSL Equity Plan”) that are outstanding as of the revocation periodSeparation Date and listed on Exhibit A attached hereto (collectively, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“Shares”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “Initial Grant DateEligible Equity Awards”), (iii) on December 31with respect to any Eligible Equity Awards in the form of stock options, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performanceservice-based restricted vesting conditions with respect to such stock units (“PRSUs”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement options shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this Section 2, and any Shares held by you deemed immediately waived as of the date hereofSeparation Date and (ii) with respect to any Eligible Equity Awards in the form of capped value appreciation rights (“CVARs”), such CVARs shall be subject deemed to a lockhave satisfied the applicable service-up on sales, offers, pledges, contracts to sell, grants based vesting condition as of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the originally scheduled service vesting date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under CVARs following the terms of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control (as defined in the 2011 Plan)) and all laws, rules and regulations applicable to youSeparation Date; provided, however, if determined by the Board in its sole discretionthat (A) such CVARs shall otherwise remain subject to any additional vesting conditions or other terms and conditions otherwise applicable to such Eligible Equity Awards, including, without limitation, the provisions achievement of any applicable performance-based vesting conditions, the satisfaction of any “knock-in” condition or hurdle price and any caps, and (B) for the avoidance of doubt, the measurement of the satisfaction of any “knock-in” condition or hurdle price shall be measured as of, and shall be deemed to continue to refer to, the originally scheduled dates (including the originally scheduled “Measurement Date”, “Hurdle Measurement Date” or “Service Vesting Date”) applicable to such CVARs in effect as of the date hereof (the “Equity Acceleration Benefits”). Except as expressly provided in the preceding sentence with respect to the Equity Acceleration Benefits, at all times following the date hereof (including on and following the Separation Date), Employee’s Eligible Equity Awards shall remain subject to the terms and conditions of the RSL Equity Plan and the applicable award documentations thereunder. (c) By executing this Agreement, Employee hereby irrevocably waives any and all rights and entitlements that Employee may have under the Employment-Related Arrangements, including Sections 2 and 5 of the Employment Agreement. Employee further hereby agrees and acknowledges that on and following the Separation Date, subject to the terms of this Section 2 shall Agreement, Employee will only be entitled to receive the Final Compensation and the Equity Acceleration Benefits, and Employee will not apply be entitled to Shares withheld, sold receive any other compensatory payments or otherwise transferred benefits from the Company Group in respect of his employment with or service to the Company to satisfy the applicable tax withholding in connection with the settlement of Group. (d) All payments made by any PRSUs; and further provided, however, that the Board may, in its sole discretion, waive the application member of the lock-up restrictions provided Company Group under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company or such Affiliate under applicable law. (e) To the extent that Employee has not fully paid or otherwise reimbursed the Company for any amounts required to be paid or reimbursed to the Company under any of the Letter Agreements, Employee hereby agrees to promptly pay or otherwise reimburse the Company for such amounts as promptly as practicable, and in this Section 2 upon written request by youno event later than 30 days following the Separation Date.