Common use of Severance Benefit Clause in Contracts

Severance Benefit. (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. If, during the term of this Agreement, either, (a) If a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment of the Employee with the Company and its subsidiaries is terminated by the Company for any reason other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (as defined belowa "Type A Termination"); or (b) or if a Change of Control occurs and within a period of two (2) years from the Employee terminates his or her employment with date of such Change of Control, the Company Executive resigns for Good Reason (as defined belowa "Type B Termination"), then the Company shall pay to the EmployeeExecutive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, from inclusive of any elective deferrals made by the date of terminationExecutive to the Company's 401(k) Plan, if any, for the year in addition which termination occurs (the "Termination Year"); (II) an amount equal to any payments employer matching contributions the Company would have otherwise made on the Executive's behalf to which the Employee is entitled under the Company’s severance pay plan, 's 401(k) Plan during the twelve (12) months following the Executive's date of base salary at termination, had the Employee’s annual base salary level in effect at Executive employment and/or the time of such termination amounts contributed thereto by the Company on the Executive's behalf not been reduced or immediately prior terminated, and assuming Executive made elective deferrals to the salary reduction that serves maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the basis for termination for Good Reason. Employee will also be entitled to payment of "Code") plus an amount of cash equal to $20,000any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The aggregate base salary and other cash amount Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company to the Employee in for executives for a period of one lump sum on the first day following the six (61) month anniversary of year from the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A termination of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be Executive's employment, provided to the Employee on a non-taxable basis that health, disability and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such life insurance benefits shall be deferred to the earliest date upon which cease if Executive becomes employed during such period and receives similar benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with such employment. Furthermore, the performance of his duties hereunder, ii. willful and repeated failures Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies assume the lease, subject to approval by the lessor, of the Company. (d) Solely for purposes of this Agreementautomobile on which the Company has been making payments, prior to such termination for “Good Reason” shall mean termination the benefit of employment by the Employee within ninety (90) days after:Executive.

Severance Benefit. (a) If the Employee’s employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or his/her employment with the Company for Good Reason (as defined below), the Company shall pay provide Employee with the following: (a) A lump sum payment payable within 60 days following Employee, from the ’s termination date of termination, in addition equal to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of Employee’s base salary at the Employee’s annual base salary level in effect at the time of such termination termination, or immediately prior to the salary reduction event that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.; (b) Employee will also be entitled A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) twelve (12) months of health benefits continuation if terminated under circumstances described in subpart and (aii) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part 100% of the benefits to be subject to additional taxes and interest under Section 409A then-current Consolidated Omnibus Budget Reconciliation Act of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.1985 monthly rate for family coverage; and (c) A lump sum payment payable within 60 days following Employee’s termination date equal to $35,000.00. The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2. Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall include: i. mean: (i) the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his his/her duties hereunder, ; (ii. ) willful and repeated failures to substantially perform his his/her assigned duties; or or (iii. ) a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If a. In the employment event of any termination of the Employee's employment hereunder at any time during the 24-month period immediately following a Change in Control (x) by the Employee with the Company is terminated for Good Reason, or (y) by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below)Cause, then, within 5 business days after any such termination, the Company shall pay to the Employee or the estate of the Employee as severance pay, a lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to all benefits under the Company's welfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined in the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "SERP")), notwithstand- ing any provision of the SERP to the contrary, (i) the Benefit Formula Percentage applicable to the Employee under the SERP shall be deemed to be the greater of (a) the Benefit Formula Percentage determined under the SERP and (b) 40% and (ii) for purposes of Section 2(8) of the SERP, the Employee shall be treated as having completed a number of years of Service equal to the greater of (a) the number of years of Service determined under the SERP and (b) 10. d. Notwithstanding anything else herein to the contrary, to the extent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall be correspondingly reduced before implementation of para- graph e below, and, if necessary, the Employee shall make an appropriate refund to the Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any other payments to the Employee from the date Company which consti- tute "parachute payments" as defined in section 280G of terminationthe Internal Revenue Code of 1986, as amended (the "Code") (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in addition the event of a Change in Control that occurs prior to January 1, 2000, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any payments other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee is would have been entitled under the Company’s severance pay planpreceding sentence. For purposes of this para- graph 3e, twelve (12) months "Independent Tax Counsel" shall mean a lawyer with expertise in the area of base salary at executive compensation tax law, who shall be selected by the Employee’s annual base salary level in effect at the time of such termination or immediately prior Employee and shall be reasonably acceptable to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary Company, and other cash amount payable whose fees and disbursements shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. Severance Benefit" shall mean the sum of: (i) the amount equal to the product of (A) the Applicable Monthly Salary Rate multiplied by (B) the greater of (1) 24 and (2) the sum of 12 plus the number (rounded to the next highest whole number, if not a whole number) equal to the quotient of (a) If the employment number of whole and partial months during which the Executive has remained in his Employment prior to the end of the Employee with month in which the termination date of his Employment occurs divided by (b) 12 (provided, however, that if the Executive's Employment is terminated pursuant to Section 8(d) because a Change of Control has occurred, the sum determined pursuant to this clause (2) shall not exceed 36); and (ii) the amount equal to the greater of (A) twice the target amount of all incentive awards or payments that would have been owing to the Executive for the Company's fiscal year in which the termination date of the Executive's Employment occurs were the Executive's Employment to have continued to the end of that fiscal year, regardless of the level of attainment of the performance objectives for that fiscal year, (B) twice the amount of the highest aggregate amount of all incentive awards and payments made to the Executive for any fiscal year of the Company prior to that fiscal year or (C) if the Executive's Employment is terminated by prior to the Company payment of any incentive payment or award to the Executive for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under services hereunder during the Company’s severance pay plan's fiscal year ended December 31, twelve 1997, $210,000. As used herein, "Applicable Monthly Salary Rate" shall mean 1/12th of the higher of (12i) months of base the annual salary at the Employee’s annual base salary level rate in effect at the time of such termination or under Section 6(a) immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, Executive's Employment and (ii) the term “termination” when used highest annual salary rate theretofore in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest effect under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest6(a) for any period. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve twenty-four (1224) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve twenty-four (1224) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the Employee’s employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or his/her employment with the Company for Good Reason (as defined below), the Company shall pay provide Employee with the following: (a) Continuation of Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination termination, or immediately prior to the salary reduction event that serves as the basis for termination for Good Reason. Employee will also be entitled to payment , for a period of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits from the date thereof. Such salary continuation if terminated under circumstances described payments will be in subpart accordance with the Company’s payroll practices; (ab) above. To the extent any such benefits cannot be provided A lump sum payment payable within 60 days following Employee’s termination date equal to the Employee on a non-taxable basis product of (i) twelve (12) and the provision thereof would cause any part (ii) 100% of the benefits to be subject to additional taxes and interest under Section 409A then-current Consolidated Omnibus Budget Reconciliation Act of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.1985 monthly rate for family coverage; and (c) A lump sum payment payable within 60 days following Employee’s termination date equal to $15,000.00. The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in addition to any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2. Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall include: i. mean: (i) the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his his/her duties hereunder, ; (ii. ) willful and repeated failures to substantially perform his his/her assigned duties; or or (iii. ) a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (ai) If The Executive will receive the payments and continued benefits described in Paragraph 7(f) (iii) if: (A) The Company terminates the Executive’s employment of the Employee with the Company is terminated by the Company for under this Agreement at any reason time other than Cause (as defined belowfor death pursuant to Paragraph 7(a), for disability pursuant to Paragraph 7(b) or if for Cause pursuant to Paragraph 7(c), or the Employee terminates Executive resigns from his or her employment with the Company for Good Reason in accordance with Paragraph 7(f)(ii); and (B) The Executive executes a separation agreement and general release substantially similar to the separation agreement and release attached hereto as defined belowExhibit “A” upon his termination of employment with the Company. (ii) For all purposes of this Agreement, including but not limited to the Executive’s entitlement to the payments and continued benefits pursuant to this Paragraph 7(f), the Executive shall be entitled to resign from his employment with the Company for “Good Reason” if (A) the Company breaches any of its material obligations under this Agreement, (B), or (C) the Company assigns duties to the Executive which represent a material diminution of his authorities, duties or responsibilities or requires him to report to any person or entity other than the CEO, shall pay no longer permit the EmployeeExecutive to work from El Dorado Hills, from California approximately one (1) week per calendar month in as provided in Paragraph 3, but in each case only if within ninety (90) days after the occurrence of such action or event, the Executive gives notice to the Company of his intention to terminate his employment hereunder unless the Company takes appropriate action to reasonably cure the Executive’s otherwise Good Reason, the Company does not reasonably cure any such action or event within thirty (30) days after the date of such notice, and the Executive resigns his employment within thirty (30) days thereafter. (iii) The Company shall: (A) Pay the Executive: (I) If the Executive’s employment with the Company is terminated prior to the occurrence of a Change of Control, an amount equal to his Base Salary as in effect immediately prior to his termination and any amount of Earned Bonus, such amount to be paid in substantially equal payments for the twelve (12) month period immediately following the date of his termination, in addition to any payments to which at the Employee same times he would have received his Base Salary had his employment with the Company not terminated; or (II) If the Executive’s employment with the Company is entitled under the Company’s severance pay plan, terminated coincident with or within twelve (12) months following the occurrence of base salary at the Employee’s annual base salary level a Change of Control, an amount equal to two hundred percent (200%) of his Base Salary as in effect at the time of such termination or immediately prior to his termination and two hundred percent (200%) of any amount of Earned Bonus, such amount to be paid in substantially equal payments for the salary reduction that serves twenty-four (24) month period immediately following the date of his termination, at the same times he would have received his Base Salary had his employment with the Company not terminated. (B) Continue to maintain the Executive’s (and as applicable, his dependents’) medical benefits and dental benefits as if the basis Executive had continued in active employment with the Company until the earlier of the end of the maximum applicable COBRA coverage period or (i) if the Executive’s employment with the Company is terminated prior to the occurrence of a Change of Control, for the twelve (12) month period immediately following the date of the Executive’s termination, or (ii) if the Executive’s employment with the Company is terminated coincident with or following the occurrence of a Change of Control, for the twenty-four (24) month period immediately following the date of the Executive’s termination for Good Reason. Employee will also be entitled to payment of and, if the maximum COBRA coverage period is shorter than the applicable twelve (12) or twenty-four (24) month continuation period, pay the Executive monthly an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid the monthly cost charged by the Company to for COBRA coverage during the Employee in one lump sum on period beginning upon the first day following expiration of the six maximum COBRA coverage period and the end of the applicable twelve (612) or twenty-four (24) month anniversary continuation period; (C) If the Executive’s employment with the Company is not terminated coincident with or after the occurrence of a Change of Control, effective as of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A termination of the CodeExecutive’s employment with the Company, cause twenty-five percent (25%) of all Company stock options and all other Company equity and non equity-based awards and incentives and/or related compensation rights or entitlements theretofore granted or awarded to the Executive, including but not limited to those awards and incentives referred to in Paragraph 5(c) but exclusive of any Bonus, to become vested (if not then yet at least twenty-five percent (25%) shall have become vested) and, to the extent applicable, exercisable, regardless of the otherwise applicable vesting/exercise schedule(s) in connection therewith, and relieved to such extent of otherwise applicable transfer restrictions, lock-up or performance requirements and other restrictions and/or contingencies of any kind. (biv) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To If at the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part time of the benefits to be subject to additional taxes and interest under Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code, then the provision of such benefits any payments pursuant to clause Paragraph 7(f)(iii) shall be deferred delayed until the date that is six (6) months and one day following his termination of employment (or, if earlier, the earliest other date as is permitted under Section 409A of the Code). The amount payable on such date shall include all amounts that would have been payable to the earliest Executive prior to that date upon which but for the application of this clause (iv) and the remaining payments shall be made in substantially equal installments until fully paid. Notwithstanding the foregoing, the six (6) month delay shall not apply to any such benefits can payments made (A) during the short term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short term deferral period, payable solely on account of an involuntary separation from service (as defined in Section 409A of the Code) and in an amount less than the Section 409A Severance Exemption Amount. For purposes of this clause (iv), each installment payment pursuant to Paragraph 7(f)(iii) shall be provided without being subject to such additional taxes and interest. (c) Solely treated as a separate payment for purposes of this Agreement, Section 409A of the Code and the “CauseSection 409A Severance Exemption Amount” shall include: i. be equal to the conviction lesser of a felony, a crime two (2) times (I) the sum of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the taxable year in connection which the Executive’s employment with the performance of his duties hereunder, ii. willful and repeated failures Company terminates, as determined in accordance with Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(i), or (II) the maximum amount that may be taken into account under a qualified plan pursuant to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies Section 401(a)(17) of the CompanyCode for the year in which the Executive’s employment with the Company terminates. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Subject to the employment following provisions of this Section, the Employee Employing Companies shall provide the Executive with the Company is terminated by payments and benefits set forth in this Section, if during the Company for any reason Term either (i) the Employing Companies Terminate the Executive’s Employment (other than Cause a termination for Unacceptable Performance, Disability, or death pursuant to Section 5), or (as defined belowii) or if the Employee terminates his or Executive voluntarily Terminates his/her employment with the Company Employment for Good Reason (as defined below), pursuant to Section 6. Any amount payable to the Company shall pay the Employee, from the date of termination, Executive pursuant to this Section is in addition to any payments amounts already owed to him/her by the Employing Companies and is in consideration of the covenants set forth in this Agreement and/or the Release. (b) The Employing Companies shall pay to the Executive a single lump sum payment equal to the Executive’s Weekly Pay multiplied by the greater of (i) fifty-two (52) or (ii) two (2) times his/her Years of Service on the 60th day following the Executive’s Termination of Employment provided that the Executive has executed and submitted a Release of claims (as described in Section 13) and the statutory period during which the Employee Executive is entitled under to revoke the Company’s severance pay planRelease has expired on or before that 60th day. (c) Notwithstanding the preceding provisions of this Section, twelve (12) months if the Executive is a “specified employee” within the meaning of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior Code Section 409A(a)(2)(B)(i), to the salary reduction that serves as extent required by such Code Section, payments otherwise required by this Section shall be delayed to the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary earliest date on which such payments are permitted and other cash amount payable shall be paid by the Company to the Employee in one a lump sum on the first day following the date that is six (6) month anniversary months following the Executive’s Termination of Employment or, if earlier, the Executive’s death. Furthermore, the obligations of the date Employing Companies to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Employee’s termination. For purposes Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute And Indemnification Payments”) of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A Title 12 of the CodeCode of Federal Regulations (or any successor provisions). (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Subject to the provisions of subparagraphs (c) and (d) below, in the event that (i) the Employee's employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined belowpursuant to subparagraph 8(d) or if by the Employee pursuant to subparagraph 8(e) above, or (ii) the Employment Term terminates his or her employment with on the fifth anniversary of the date hereof and the Company for Good Reason elects, by written notice (as defined belowthe "Extension Notice") given to the Employee not less than ten days prior to such date, to make the payments and to provide the benefits described in this subparagraph 9(a), the Company shall pay the Employee, from then during each month for a period of one year commencing on the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately expiration of the Employment Term the Company shall (A) pay to the Employee, as severance pay or liquidated damages or both, (x) the Employee's monthly Salary determined as of the date the Employee's employment so ceases plus (y) one-twelfth (1/12) of the Employee's Pro Rata Bonus (as hereinafter defined), if any, in each case in equal semi-monthly installments, on the first and fifteenth day of each month, and (B) continue to provide the Employee with (x) medical and health plan coverage, (y) life or other similar insurance plan coverage (assuming such coverage is available at rates comparable to those in effect prior to the salary reduction that serves termination or expiration of the Employment Term) and (z) disability insurance coverage, all at the benefit levels in effect for the Employee and his family as of the basis for termination for Good Reasondate the Employee's employment so ceases. Employee will also be entitled to payment of an As used in this subparagraph 9(a), the term "Pro Rata Bonus" shall mean the amount, if any, obtained by (1) calculating the amount of cash equal to $20,000. The aggregate base salary and other cash amount Bonus, if any, that would be payable shall be paid by the Company to the Employee pursuant to subparagraph 4(c) hereof with respect to the fiscal year in one lump sum on which the first Employment Term terminates or expires the operating profit achieved for the period from the beginning of such fiscal year through the last day following of the six (6) calendar month anniversary of ending closest to the date of such termination or expiration is annualized and treated for the Employee’s termination. For purposes of this Agreementsubparagraph 9(a) as the operating profit achieved for such fiscal year, and (2) multiplying such amount by a fraction, the term “termination” when used in the context numerator of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A which consists of the Code. (b) Employee will also be entitled to twelve (12) months number of health benefits continuation if terminated under circumstances described days in subpart (a) above. To the extent any such benefits cannot be provided fiscal year prior to the Employee on a non-taxable basis termination or expiration of the Employment Term, and the provision thereof would cause any part denominator of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interestis 365. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. 4.1 Provided the conditions in Section 3 above are satisfied, and subject to the provisions of Section 4.2 below, Executive will receive a total benefit of $310,031 (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below“Severance Benefit”), paid in equal installments over 24 months (the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12“Installment Period”) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum commencing on the first business day following the six (6) month anniversary of the date month after the later of termination of employment and lapse of the Employee’s terminationrevocation period under the Release Agreement. For purposes In the event of this Agreementa cut-back pursuant to Section 7 below, the term “termination” when used reduction shall be applied proportionately to reduce the initial payment and each subsequent installment payment. 4.2 It is the intention of Bancorp and Executive that the Severance Benefit payable under this Severance Agreement (i) be paid in accordance with the context terms of a condition toSection 4.1 to the greatest extent possible, and (ii) either be exempt from, or timing ofotherwise comply with, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. 4.2.1 To the extent any such benefits cannot the Severance Benefit is subject to Section 409A of the Code and Executive is deemed to be provided to a “specified employee” within the Employee on a non-taxable basis meaning of Section 409A(a)(2)(B)(i) of the Code, commencement of payment of the Severance Benefit shall be delayed for six (6) months following Executive’s termination of employment and the provision thereof first installment payment made in the seventh month following termination of employment shall equal the aggregate installment payments Executive would cause any part have received during the first six months of the benefits Installment Period (the “Aggregate Payments”), plus the payment Executive is otherwise entitled to be receive for the seventh month of the Installment Period, provided payment of the Aggregate Payments in the seventh month does not subject Executive to additional taxes and interest tax under Section 409A of the Code, then . 4.2.2 To the provision of such benefits shall be deferred to extent the earliest date upon which such benefits can be provided without being Severance Benefit is subject to Section 409A of the Code, and Bancorp or Executive reasonably believe, at any time, that such additional taxes Severance Benefit does not comply with Section 409A, it will promptly advise the other party and interest. will negotiate reasonably and in good faith to amend the terms of the Severance Agreement such that it so complies (c) Solely for purposes of this Agreement, “Cause” shall include: i. with the conviction most limited possible economic effect on Bancorp and Executive and with the intent to preserve payment of a felony, a crime meaningful portion of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, iiSeverance Benefit over the Installment Period). willful Bancorp and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of Executive acknowledge that this Agreement or express significant policies is providing Executive with an enhanced benefit in the amount of $245,031 (the “Enhanced Benefit”) over the amount of severance benefit Executive was eligible to receive under the Severance Agreement; Executive agrees that, in the event Section 409A of the CompanyCode requires payment of the Severance Benefit in a manner other than as set forth in Section 4.1 or Section 4.2.1, that the Enhanced Benefit is to be paid in a lump sum at the end of the Installment Period. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Subject to Section 3(c) and 3(d), and Section 7, upon the employment occurrence of a Termination of Service described in Section l(a) or l(b), or upon the occurrence of a Change in Control subsequent to an Anticipatory Termination described in Section l(c), Executive will be entitled to receive a severance benefit, consisting of the Employee with the Company is terminated by the Company for any reason other than Cause following: (as defined belowi) a lump sum cash payment of two times Executive's then-current annual base salary (or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from such annual base salary in effect on the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve such Anticipatory Termination) and (12ii) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to a lump sum cash payment of an amount two times the average of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be the incentive bonus paid within the three calendar years (or such fewer full calendar years as Executive has been employed by the Company to the Employee in one lump sum on the first day following the six (6Bank and/or Origin) month anniversary of immediately preceding the date of the Employee’s termination. For purposes Executive's Termination of this AgreementService (collectively, the term “termination” when used "Change in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the CodeControl Severance Benefits"). (b) Employee The Change in Control Severance Benefits, if any, will also be entitled to twelve paid no later than the 60"' day following the later of (12i) months Executive's Termination of health benefits continuation if terminated under circumstances described in subpart Service and (aii) above. To the extent any such benefits cannot be provided to Closing Date (the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest"Payment Period"). (c) Solely Notwithstanding anything in this Agreement to the contrary, if Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code) and the payments and benefits provided for purposes of in this Agreement, “Cause” shall include: i. together with any other payments and benefits which Executive has the conviction right to receive from the Bank, Origin or any other person would constitute a "parachute payment" (as defined in Section 280G(b)(2) of a felonythe Code), a crime of moral turpitude or fraud or having committed fraudthen, misappropriation or embezzlement the payments and benefits provided for in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies will be either (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Bank, Origin and/or such person(s) will be $1.00 less than three times Executive's "base amount" (as defined in Section 280G(b)(3) of the CompanyCode) and so that no portion of such amounts and benefits received by Executive will be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better "net after-tax position" to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, will be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. (d) Solely Executive's eligibility for purposes the Change in Control Severance Benefits described herein will be subject to, and conditioned upon, the Bank's or Origin's receipt of this Agreementan executed and irrevocable release of claims, termination for “Good Reason” shall mean termination of employment in the form provided by the Employee Bank, on or prior to the expiration of the Payment Period. Executive will forfeit all rights to Change in Control Severance Benefits hereunder unless such release is signed and delivered (and no longer subject to revocation, if applicable) within ninety (90) days after:such Payment Period.

Severance Benefit. (a) If Subject to the employment following provisions of this Section, the Employee Employing Company shall provide the Executive with the payments and benefits set forth in this Section, if during the Term either (i) the Employing Company is terminated by Terminates the Company for any reason Executive’s Employment (other than Cause a termination for Unacceptable Performance, Disability, or death pursuant to Section 5), or (as defined belowii) or if the Employee terminates Executive voluntarily Terminates his or her employment with the Company Employment for Good Reason pursuant to Section 6. Any amount payable to the Executive pursuant to this Section is in addition to amounts already owed to him by the Employing Company and is in consideration of the covenants set forth in this Agreement and/or the Release. (as defined below), the b) The Employing Company shall pay to the Employee, from Executive a single lump sum payment equal to the date Executive’s Weekly Pay multiplied by the greater of termination, (i) fifty-two (52) or (ii) two (2) times his Years of Service on the 60th day following the Executive’s Termination of Employment provided that the Executive has executed and submitted a Release of claims (as described in addition to any payments to Section 14) and the statutory period during which the Employee Executive is entitled under to revoke the Company’s severance pay planRelease has expired on or before that 60th day. (c) Notwithstanding the preceding provisions of this Section, twelve (12) months if the Executive is a “specified employee” within the meaning of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior Code Section 409A(a)(2)(B)(i), to the salary reduction that serves as extent required by such Code Section, payments otherwise required by this Section shall be delayed to the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary earliest date on which such payments are permitted and other cash amount payable shall be paid by the Company to the Employee in one a lump sum on the first day following the date that is six (6) month anniversary months following the Executive’s Termination of Employment or, if earlier, the Executive’s death. Furthermore, the obligations of the date Employing Company to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Employee’s termination. For purposes Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute And Indemnification Payments”) of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A Title 12 of the CodeCode of Federal Regulations (or any successor provisions). (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. MSC shall pay as severance pay to Xxxxxx a lump sum amount of (a) If $ ), less standard withholding and authorized deductions (the employment “Severance Benefit”), as determined under Section 5.3 of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s Employment Agreement. Such severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid within thirty (30) days following Xxxxxx’x delivery of this fully executed Separation Agreement to MSC; provided, however, that if it is determined by the Company parties or in the opinion of counsel reasonably acceptable to the Employee in one lump sum on Executive and the first day following Corporation, such determination to be made or opinion provided to the six Company no later than thirty (630) month anniversary days after the Severance Date, that the Severance Benefit is or reasonably may be treated as deferred compensation within the meaning of Section 409A of the date Internal Revenue Code of 1986, as amended (the “Code”), except in the case of the EmployeeExecutive’s termination. For purposes of this Agreementdeath, the term “termination” when used in the context payment of a condition to, or timing of, payment hereunder such Severance Benefit shall be interpreted delayed (without interest) to mean a date no earlier than, and shall be paid as soon as administratively practicable after, six months after the Executive’s “separation from service,” as that term is used defined in Section 409A 409A. Such Severance Benefit is for and in lieu of any other payments or benefits (and, except as specifically provided herein, none shall accrue) for periods after the Code. Separation Date, except with respect to his continuing rights in certain equity awards made pursuant to the Option Agreement, Stock Purchase Agreement, the Restricted Stock Unit Award Agreement and the Performance Stock Unit Award Agreement (bas such terms are defined in the Employment Agreement) Employee will also be as acknowledged in Section VII.D hereof. Xxxxxx specifically acknowledges and agrees that he is entitled to twelve (12) months receive no severance pay or other benefits pursuant to any severance plan or policy of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent MSC or any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interestits affiliates. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the Employee's employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay provide Employee with the following: (a) A lump sum payment payable within 60 days following Employee, from the 's termination date of termination, in addition equal to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve twenty-four (1224) months of Employee's base salary at the Employee’s annual base salary level in effect at the time of such termination termination, or immediately prior to the salary reduction event that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.; (b) Employee will also be entitled A lump sum payment payable within 60 days following Employee's termination date equal to twelve two times Employee’s target annual incentive (12bonus) months of health benefits continuation if terminated under circumstances described in subpart the Company’s applicable Short-Term Incentive Plan (a) above. To the extent or any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.successor plan); and (c) A lump sum payment payable within 60 days following Employee's termination date equal to the product of (i) eighteen (18) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage; The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings and shall be in lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the Equitrans Midstream Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “"Cause” " as a reason for the Employee's termination of employment shall include: i. the mean: (i) Employee's conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, duties; (ii. ) Employee's willful and repeated failures to substantially perform his assigned duties; or or (iii. a ) Employee's violation of any provision of this Agreement a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee's employment for Cause, the Company shall give Employee written notice setting forth the reason for his termination not later than 30 days after such termination. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (i) If, within twenty-four (24) months after a change in control of the Company shall have occurred, as defined in Section 4 above, your employment by the Company shall be terminated (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit (the “Severance Benefit”) equal to the lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) or if the Employee terminates his or her employment with the Company for Good Reason Capped Benefit (as defined in subsection (B) below). (A) The “Specified Benefits” are as follows: (1) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you (including amounts which previously had been deferred at your request); (2) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a single payment an amount in cash equal to three times the Employeehigher of (a) your annual base salary at the rate in effect just prior to the time a Notice of Termination is given or (b) your annual base salary in effect immediately prior to the change in control of the Company; (3) for a thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide you and your dependents with life, accident, medical and dental insurance benefits substantially similar to those which you were receiving immediately prior to the change in control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (3) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty-six (36) month period, and any such benefit actually received by you shall be reported to the Company; and (4) the Company shall pay you for any vacation time earned but not taken at the Date of Termination, at an hourly rate equal to your annual base salary as in effect immediately prior to the time a Notice of Termination is given divided by 2080. (B) The “Capped Benefit” equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in Section 280G (b)(2) of the Internal Revenue Code of 1986, as amended (“IRC”), or any successor provision. The amount of the Capped Benefit shall therefore equal (1) three times the “base amount” as defined in IRC, § 280G (b)(3)(A) reduced by $1 (One Dollar), and further reduced by (2) the present value of all other payments and benefits you are entitled to receive from the date Company that are contingent upon a change in control of terminationthe Company within the meaning of IRC § 280G (b)(2)(A)(i), in addition to any payments to which the Employee is entitled including accelerated vesting of options and other awards under the Company’s severance pay planstock option plans, twelve and increased by (123) months all Specified Benefits that are not contingent upon a change in control within the meaning of base salary at IRC § 280G (b)(2)(A)(i). If you receive the Employee’s annual base salary level in effect at Capped Benefit, you may determine the time extent to which each of such termination or immediately prior the Specified Benefits shall be reduced. The parties recognize that there is some uncertainty regarding the computations under IRC § 280G which must be applied to determine the Capped Benefit. Accordingly, the parties agree that, after the Severance Benefit is paid, the amount of the Capped Benefit may be retroactively adjusted to the salary reduction extent any subsequent Internal Revenue Service regulations, rulings, audits or other pronouncements establish that serves as the basis for termination for Good Reasonoriginal calculation of the Capped Benefit was incorrect. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable In that case, amounts shall be paid or reimbursed between the parties so that you will have received the Severance Benefit you would have received if the Capped Benefit had originally been calculated correctly. (ii) Except as specifically provided above, the amount of any payment provided for in this Section 6 shall not be reduced, offset or subject to recovery by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation by reason of any provision of this Agreement or express significant policies of compensation earned by you as the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination result of employment by another employer after the Employee within ninety Date of Termination, or otherwise. Your entitlements under Section (906)(iii) days after:are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.

Severance Benefit. (a) If In the employment of the event Employee with the Company is terminated by the Company for any reason other than Cause (“Without Cause” as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below)in Section 2.2 herein, the Company shall shall: i. pay the Employee, from the date to Employee _________ (___) weeks of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual regular base salary level in effect rate of pay at the time of such termination or immediately prior to (the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000“Separation Pay”). The aggregate base salary and other cash amount payable Separation Pay shall be paid in ___________ (____) equal weekly installments pursuant to the Company’s normal payroll procedures. The first of the Separation Pay installments shall be made on the first regular pay period following Effective Date as defined in Section 15 or other applicable section of the Release referenced herein; and ii. if, after Employee’s termination pursuant to this Section, Employee elects to continue health and dental insurance through COBRA continuation coverage, the Company agrees to pay, for a period of up to __________ (___) weeks, a portion of the premium cost such that Employee’s premium payment does not exceed what Employee would otherwise have paid if Employee were employed by the Company at the time of each such payment. Provided, however, notwithstanding anything in this Agreement to the contrary, Employee’s entitlement to the benefits in this Section 1 are expressly subject to and conditioned on Employee’s execution of a release agreement in a form agreeable to the Company and similar to the release agreement attached hereto as Exhibit A (the “Release”). Employee further agrees that, in one lump sum on the first day following event that (a) Employee is convicted of, or pleads “guilty” or “no contest” to, a felony under the six (6) month anniversary laws of the date United States or any state thereof, or any crime of the moral turpitude, in each case connected with, or in any way related to, Employee’s termination. For purposes of this Agreementemployment with the Company, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) the Company files suit against Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided alleging willful dishonesty, fraud, misconduct, or gross negligence by Employee with respect to the Employee on a non-taxable basis and the provision thereof would cause any part business or affairs of the benefits to be subject to additional taxes and interest under Section 409A of the CodeCompany, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes the Company issues a restatement because of this AgreementEmployee’s material noncompliance, “Cause” shall include: i. the conviction of a felonydue to misconduct, a crime of moral turpitude with financial reporting requirements under federal securities laws, or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of (d) Employee breaches this Agreement or express significant policies the Release, including but not limited to Sections 4, 6, 8-10 and 13 of the Company. (d) Solely Release; then, in each such instance, in addition to compensation for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment any damages incurred by the Company, and/or any injunctive relief provided for herein or otherwise, Employee within ninety (90) days after:shall be liable for the repayment of all amounts paid to Employee pursuant to this Section 1, and Employee agrees to repay all such amounts in full.

Severance Benefit. (a) a. If the Officer?s employment of the Employee with the Company is shall be terminated by the Company for any reason other than without Cause (as defined below) or if and the Employee terminates his or her employment with Officer executes, and does not revoke, the Company for Good Reason Company?s then current standard separation and release agreement (as defined belowthe ?Release?), the Company shall pay to the Employee, from Officer a lump sum cash payment equal in value to the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s Officer?s annual base salary level salary, as in effect at the time of such termination or immediately prior to the salary reduction Officer?s termination date, (the ?Severance Benefit?); provided, however, that serves the Severance Benefit shall not be payable if the Officer?s employment shall be terminated during such Officer?s Employment Period (as defined in that certain Change of Control Agreement, dated as of the basis for termination for Good Reasondate hereof, between the Company and the Officer (the ?Change of Control Agreement?)). Employee will also During the Employment Period, the Change of Control Agreement shall supercede this Agreement in its entirety. Unless the payment is required to be entitled delayed pursuant to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable Section 4b below, such Severance Benefit shall be paid by the Company to the Employee in one lump sum on the first day Officer within sixty (60) days following the six Officer?s termination date, provided that the Officer executes the Release during the sixty (660) month anniversary of day period and the date of revocation period for the Employee’s termination. Release has expired without revocation by Executive. b. For the purposes of this Agreement, ?Cause? shall mean (i) the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A continued failure of the Code. Officer to perform substantially his duties with the Company (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent other than any such benefits cannot be provided failure resulting from the Officer?s incapacity due to physical or mental illness), (ii) any act by the Employee on a non-taxable basis and the provision thereof would cause any part Officer of the benefits to be subject to additional taxes and interest under Section 409A of the Codeillegality, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude dishonesty or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance Officer?s employment, (iii) the willful engaging by the Officer in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, (iv) the Officer?s conviction of his duties hereunder, ii. willful and repeated failures or pleading guilty or no contest to substantially perform his assigned duties; or iii. a felony, or (v) a violation of any provision of this Agreement or express significant policies of the CompanySection 2 hereof. 2. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. The “Severance Benefit” to which the Executive will become entitled if the Executive meets the requirements of Section 4.1 is composed of all of the amounts and benefits described in subsections (a) If through (f) below, paid or provided as described in those subsections. (a) The Company will pay the employment Executive all Accrued Compensation within ten (10) days after the Termination Date (as defined below). The Executive’s “Accrued Compensation is all amounts earned or otherwise payable to the Executive as of the Employee with Termination Date, including base salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company is terminated by through the Termination Date, vacation pay and earned and unpaid bonuses and incentive compensation with respect to periods prior to the Termination Date; provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the annual base salary, bonuses or incentive compensation described above then for all purposes of this Agreement, such deferral election, and the terms of the applicable arrangement shall apply to the same portion of such amounts, and such portions shall not be considered as part of the “Accrued Compensation” but shall instead be considered as an “Other Amount” (as defined below). (b) The Company for any reason other than Cause will pay the Executive a Pro-rata Bonus within thirty (30) days after the Termination Date, subject to the proviso in Section 4.2(a) above. The Executive’s “Pro-rata Bonus” shall be the amount equal to the Executive’s Bonus Amount (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below)multiplied by a fraction, the Company shall pay numerator of which is the Employee, from number of days that have elapsed through the date of termination, Termination Date in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months then-current fiscal year and the denominator of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s terminationwhich is 365. For purposes of this Agreement, the term Executive’s “terminationBonus Amount” when used shall equal the greatest of: (i) the Executive’s target bonus amount for the fiscal year in which the context Change in Control occurs under the Short-Term Incentive Plans (as defined below) in which the Executive is eligible to participate as of immediately prior to the Change in Control; (ii) the Executive’s target bonus amount for the fiscal year in which the Termination Date occurs under all Short-Term Incentive Plans in which the Executive is eligible to participate as of immediately prior to the Termination Date; and (iii) the highest bonus amount paid or payable to the Executive under all Short-Term Incentive Plans in respect of any of the three fiscal years preceding the fiscal year in which the Change in Control occurs (or for such lesser number of full fiscal years prior to the Change in Control for which the Executive was eligible to earn such a bonus). For purposes of determining the Bonus Amount, the bonus formulations set forth in clauses (i) through (iii) above shall include any portion of a condition tobonus that the Executive elected to defer and any portion that is settled in equity awards and, for any fiscal year consisting of less than 12 full months or timing ofduring which the Executive was employed for less than 12 full months and received a pro-rated bonus, payment hereunder shall be interpreted to mean a annualized. “separation from serviceShort-Term Incentive Plans” as are any bonus or incentive compensation plans, policies, programs or other arrangements that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided make cash awards to the Employee Executive on a non-taxable the basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interestaward periods that are no longer than one year. (c) Solely The Company will pay the Executive an amount equal to [for executive officers other than the chief executive officer and principal accounting officer: two (2)] [for the chief executive officer: three (3)][for the principal accounting officer: one (1) time] times the sum of: (i) the Executive’s annual base salary, (ii) the Executive’s Bonus Amount and (iii) an amount equal to the contributions made or credited by the Company under all qualified and non-qualified retirement plans for the benefit of the Executive for the most recently completed plan year of each such plan. For purposes of this Agreement, the Executive’s “Causeannual base salary” shall include: i. includes any amounts the conviction of a felonyExecutive may have elected to defer, a crime of moral turpitude and will be calculated at the rate in effect immediately before the Change in Control or fraud or having committed fraudon the Termination Date, misappropriation or embezzlement whichever is greater. The Company will pay the amount described in connection with this Section 4.2(c) in one lump sum, without any discount for accelerated payment, within ten (10) days after the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the CompanyTermination Date. (d) Solely For the [for purposes executive officers other than the chief executive officer and principal accounting officer: twenty-four (24)-month][for the chief executive officer: thirty-six (36)-month][for the principal accounting officer: twelve (12)-month] period beginning on the Termination Date (the “Benefits Continuation Period”), the Company will continue on behalf of this Agreementthe Executive and his or her dependents and beneficiaries, termination for “Good Reason” shall mean termination of employment at the Company’s expense and without any required contribution by the Employee within ninety Executive medical, health, dental and prescription drug benefits (the “Health Care Benefits”). The Health Care Benefits (including deductibles, if any) provided under this Section 4.2(d) will be no less favorable to the Executive and the Executive’s beneficiaries than the most favorable of those coverages and benefits provided to the Executive and the Executive’s dependents during the ninety-day (90-day) period immediately before the earlier of the Executive’s Termination Date and the Change in Control, or as of any date following the Change in Control but preceding the Executive’s Termination Date (such period, the “Benefits Measurement Period”); provided, however, that the Healthcare Benefits provided during the Benefits Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes, and, if the Company reasonably determines that providing continued coverage under one or more of its welfare benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage. If the Executive obtains Health Care Benefits under a subsequent employer’s benefit plans during the Benefits Continuation Period, the Health Care Benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, the Company shall make a lump sum payment to the Executive, without any discount for accelerated payment, within ten (10) days after:after the Termination Date in an amount equal to the product of (i) the annual premium payments based on the conversion rates applicable to the Executive as of the Termination Date in respect of the group term life insurance policy and not any supplemental policies under which the Executive was covered immediately prior to the Date of Termination and (ii) [for executive officers other than the chief executive officer and principal accounting officer: two (2)] [for the chief executive officer: three (3)][for the principal accounting officer: one (1)]. To the extent requested by the Executive within 30 days following the Date of Termination, the Company shall take all action necessary, if any, to facilitate the Executive’s exercise of all conversion privileges, if any, under such group term life insurance policy. (e) The Company shall, at its sole expense as incurred, provide the Executive with outplacement assistance services the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed 15% of the Executive’s annual base salary; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Termination Date. (f) All amounts earned by, or awarded to, the Executive under any incentive compensation plan or benefit plan and not specifically described in Sections 4.2(a) through (e) above (the “Other Amounts”) will immediately vest on the Executive’s Termination Date, and the Executive will be entitled to be paid such Other Amounts in accordance with the terms of the plans. In addition, all stock options to acquire Company common stock, shares of restricted Company common stock and any other equity-related awards granted to the Executive under the Cabot Microelectronics Corporation 2000 Equity Incentive Plan or any successor plan will immediately vest and become freely exercisable upon a Change in Control, to the extent provided by the terms of that plan. This Section 4.2(f) will not apply to any benefits allocated or accrued to the Executive under any plan that is intended to be qualified under Section 401(a) of the Code. All payments described in this Section 4.2 are described gross of any withholding, and will be subject to any applicable requirement to withhold income, payroll or other taxes, except with respect to, and to the extent provided as, a Gross-up Payment as provided in Article VI below.

Severance Benefit. (a) If Upon the termination of Employee’s employment by the Employer within two years following a “Change in Control” of the Employee with the Company is terminated by the Company for any reason other than Cause death, Disability, retirement, termination for Substantial Cause, or voluntary termination without Good Reason, the Company will pay the Employee an amount equal to two times the annual rate of the Employee’s Total Compensation at the time of such termination. (b) The Employee’s employment is deemed to be terminated following a Change in Control if the Employee’s employment terminates prior to a Change in Control at the direction of a person (as defined in paragraph 4, below) or if the Employee terminates his or her employment who has entered into an agreement with the Company to effectuate a Change in Control and such employment terminates for any other reason other than death, Disability, retirement, termination for Substantial Cause, or voluntary termination without Good Reason and the circumstances constituting Good Reason occur at the direction of such person. (c) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received by an Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Policy or any other plan, arrangement or agreement with the Company, the Employer, any Person (as defined belowin Section 8(a) (i) of this Policy) whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the severance benefit, being hereinafter called “Total Payments”) would be subject (in whole or in part), to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Excise Tax”), then the severance benefit under this Agreement shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement) if (i) the net amount of such Total Payments, as so reduced, (and after deduction of the net amount of federal, state and local income tax on such reduced Total Payments) is greater than (ii) the excess of (A) the net amount of such Total Payments, without reduction (but after deduction of the net amount of federal, state and local income tax on such Total Payments), over (B) the amount of Excise Tax to which the Employee would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments, the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of termination of the Employee’s employment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company and reasonably acceptable to the Employee does not constitute a “parachute payment” within the meaning of Section 280G(b) (2) of the Code, (including by reason of Section 280G(b) (4) (A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b) (4) (B) of the Code, in excess of the base amount (within the meaning of Section 280G(b) (3) of the Code) allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. Prior to the payment date set forth in subsection 1(a) hereof, the Company shall provide the Employee with its calculation of the amounts referred to in this subsection and such supporting materials as are reasonably necessary for the Employee to evaluate the Company’s calculations. If the Employee objects to the Company’s calculations, the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary such portion of the date severance benefit (up to 100% thereof) as the Employee determines is necessary to result in the Employee receiving the greater of the Employee’s termination. For purposes clauses (i) and (ii) of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Codesubsection. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Subject to Section 3(c) and Section 7, upon the employment occurrence of a Termination of Service described in Section 1(a) or 1(b), or upon the occurrence of a Change in Control subsequent to an Anticipatory Termination described in Section 1(c), Executive will be entitled to receive a severance benefit, consisting of the Employee with the Company is terminated by the Company for any reason other than Cause following: (as defined belowi) a lump sum cash payment of two times Executive’s then-current annual base salary (or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from such annual base salary in effect on the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve such Anticipatory Termination) and (12ii) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to a lump sum cash payment of an amount two times the average of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be the incentive bonus paid within the three calendar years (or such fewer full calendar years as Executive has been employed by the Company to the Employee in one lump sum on the first day following the six (6Bank and/or Origin) month anniversary of immediately preceding the date of the EmployeeExecutive’s termination. For purposes Termination of this AgreementService (collectively, the term “termination” when used Change in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the CodeControl Severance Benefits”). (b) Employee The Change in Control Severance Benefits, if any, will also be entitled to twelve paid no later than the 60th day following the later of (12i) months Executive’s Termination of health benefits continuation if terminated under circumstances described in subpart Service and (aii) above. To the extent any such benefits cannot be provided to Closing Date (the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest“Payment Period”). (c) Solely Notwithstanding anything in this Agreement to the contrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code) and the payments and benefits provided for purposes of in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Bank, Origin or any other person would constitute a “Causeparachute payment” shall include: i. (as defined in Section 280G(b)(2) of the conviction of a felonyCode), a crime of moral turpitude or fraud or having committed fraudthen, misappropriation or embezzlement the payments and benefits provided for in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies will be either (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Bank, Origin and/or such person(s) will be $1.00 less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Company. Code) and so that no portion of such amounts and benefits received by Executive will be subject to the excise tax imposed by Section 4999 of the Code or (dii) Solely paid in full, whichever produces the better “net after-tax position” to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, will be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. Executive's eligibility for purposes the Change in Control Severance Benefits described herein will be subject to, and conditioned upon, the Bank’s or Origin’s receipt of this Agreementan executed and irrevocable release of claims, termination for “Good Reason” shall mean termination of employment in the form provided by the Employee Bank, on or prior to the expiration of the Payment Period. Executive will forfeit all rights to Change in Control Severance Benefits hereunder unless such release is signed and delivered (and no longer subject to revocation, if applicable) within ninety (90) days after:such Payment Period.

Severance Benefit. (a) If the employment of the Employee with the Company is terminated by reason of an Involuntary Termination (other than a Termination for Cause), Employee will be entitled to the severance benefits described below in this Section 10.A., as follows: (i) the Company for any reason other than Cause (as defined below) or if will make a severance payment to Employee in an aggregate amount equal to the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date sum of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s then-current annual rate of base salary level in effect at monthly installments over a twelve (12) month period following the time date of such termination or immediately prior Employee’s Involuntary Termination; provided, however, that in no event will the amounts described in this Section 10.A.i. be paid later than the last day of the second taxable year of the Company following the taxable year in which the Employee’s Involuntary Termination occurs, and provided, however, that, to the salary reduction that serves as extent the basis for termination for Good Reasonamounts described in this Section 10.A.i. exceed the amount specified in Treasury Regulations Section 1.409A-1(b)(9)(iii)(A), such excess will be paid no later than the 15th day of the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs; and (ii) subject to the conditions set forth in this Section 10.A.ii., the Company will make a payment to Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash the incentive compensation bonus payable to Employee under the Company’s Incentive Compensation Plan or any bonus plan that has replaced such plan (the “ICP”) in respect of the year during which such Involuntary Termination occurred; provided, however, that such bonus amount (if any) shall: (a) be pro-rated through the date of Employee’s Involuntary Termination (e.g., if the date of Involuntary Termination is June 30, the maximum amount payable shall under this Section would be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date 50% of the Employee’s termination. For purposes of this Agreement, incentive bonus otherwise payable under the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.ICP); (b) be calculated as if Employee will also be entitled to twelve achieved 100% performance of his individual goals (12if any) months under the ICP in the year of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.his Involuntary Termination; (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful be dependent and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of calculated based upon the Company.’s achievement (if any) of its financial performance and/or other targets set forth for the ICP in the year of Employee’s Involuntary Termination; (d) Solely be paid (if paid) in a lump sum at such time as the Company shall make payments to other eligible employees under the ICP as if Employee were still employed with the Company on the date of payment; provided, however, that in no event will the amounts in this Section 10.A.ii. be paid later than the 15th day of the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs. Notwithstanding the foregoing and for purposes the avoidance of doubt, no payment shall be made to Employee under this Agreement, termination for “Good Reason” shall mean termination of employment by Section 10.A.ii. if the Company fails to meet the minimum financial performance and/or other targets under the ICP in the year during which Employee within ninety (90) days after:is Involuntarily Terminated.

Severance Benefit. The Severance Benefit payable to Xxxxx pursuant to the terms and conditions of this Agreement shall be all of the following: (a) If the employment of the Employee with the Company For a period that is terminated eighteen (18) months, continuation and payment by the Company District for Xxxxx, her spouse, and her eligible children in the coverage of its medical, major medical, hospital, dental, and eye care insurance. This Section shall not diminish any reason rights Xxxxx may have under COBRA or other than Cause similar rights afforded by the existing benefit programs of District. (as defined belowb) or if Payment by the Employee terminates his or her employment District of an amount equal to Xxxxx'x then-current monthly salary (without incentive compensation) multiplied by eighteen (18) months, with standard applicable withholding and deduction calculations. (i) To the Company for Good Reason (as defined below), the Company shall pay the Employee, from extent permitted by law on the date of termination, in addition the District will allow Xxxxx to continue to defer compensation into any payments and all deferred compensation plans to which the Employee is entitled under extent such continued deferral does not violate the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time terms of such termination plans or immediately prior result in adverse tax consequences to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest Xxxxx under Section 409A of the Code, then the provision Internal Revenue Code of such benefits shall be deferred 1986 (as from time to the earliest date upon which such benefits can be provided without being subject to such additional taxes time amended) and interestany regulations and guidance promulgated thereunder or any other applicable tax law. (c) Solely The following terms shall govern the payment of the Severance Benefit by District pursuant to Section 5 (Termination for purposes Cause) and Section 6 (Termination Without Cause): (i) The payment of the Severance Benefit in Section 7(b) shall be paid fourteen (14) days following the date of termination. (ii) It is the intent of the parties that a termination by District without Cause or a termination by Xxxxx for Cause shall constitute an involuntary separation of service under Section 409A and that the payment of the Severance Benefit shall, to the extent possible, qualify for the short-term deferral exception, the separation pay plan exception, or other applicable exception to Section 409A, and any ambiguities herein will be interpreted to so comply. Each installment payment of the Severance Benefit shall be deemed a separate payment under this Agreement, “Cause” shall include:. i. (iii) To the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with extent the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies payment of the Company.Severance Benefit is covered by Section 409A, the Severance Benefit shall be paid or provided to Xxxxx only if and as of the date Xxxxx experiences a "separation from service" as defined in the applicable regulations promulgated under Section 409A. (d) Solely for purposes of Notwithstanding any language in this AgreementAgreement to the contrary, termination for “Good Reason” shall mean any cash settlement related to the termination of employment by shall be fully reimbursed to the Employee within ninety (90) days after:District if Xxxxx is convicted of a crime involving an abuse of her office or position and shall be subject to the limitations of California Government Code§ 53260 et seq.

Severance Benefit. (a) If the Employee's employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay provide Employee with the following: (a) A lump sum payment payable within 60 days following Employee, from the 's termination date of termination, in addition equal to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve eighteen (1218) months of Employee's base salary at the Employee’s annual base salary level in effect at the time of such termination termination, or immediately prior to the salary reduction event that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.; (b) Employee will also be entitled A lump sum payment payable within 60 days following Employee's termination date equal to twelve two times the Employee’s target annual incentive (12bonus) months of health benefits continuation if terminated under circumstances described in subpart the Company’s applicable Short-Term Incentive Plan (a) above. To the extent or any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.successor plan); and (c) A lump sum payment payable within 60 days following Employee's termination date equal to the product of (i) eighteen (18) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage; The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings and shall be in lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the Equitrans Midstream Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “"Cause” " as a reason for the Employee's termination of employment shall include: i. the mean: (i) Employee's conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, duties; (ii. ) Employee's willful and repeated failures to substantially perform his assigned duties; or or (iii. a ) Employee's violation of any provision of this Agreement a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee's employment for Cause, the Company shall give Employee written notice setting forth the reason for his termination not later than 30 days after such termination. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. 4.1 Provided the conditions in Section 3 above are satisfied, and subject to the provisions of Section 4.2 below, Executive will receive a total benefit of $525,267 (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below“Severance Benefit”), paid in equal installments over 24 months (the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12“Installment Period”) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum commencing on the first business day following the six (6) month anniversary of the date month after the later of termination of employment and lapse of the Employee’s terminationrevocation period under the Release Agreement. For purposes In the event of this Agreementa cut-back pursuant to Section 7 below, the term “termination” when used reduction shall be applied proportionately to reduce the initial payment and each subsequent installment payment. 4.2 It is the intention of Bancorp and Executive that the Severance Benefit payable under this Severance Agreement (i) be paid in accordance with the context terms of a condition toSection 4.1 to the greatest extent possible, and (ii) either be exempt from, or timing ofotherwise comply with, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. 4.2.1 To the extent any such benefits cannot the Severance Benefit is subject to Section 409A of the Code and Executive is deemed to be provided to a “specified employee” within the Employee on a non-taxable basis meaning of Section 409A(a)(2)(B)(i) of the Code, commencement of payment of the Severance Benefit shall be delayed for six (6) months following Executive’s termination of employment and the provision thereof first installment payment made in the seventh month following termination of employment shall equal the aggregate installment payments Executive would cause any part have received during the first six months of the benefits Installment Period (the “Aggregate Payments”), plus the payment Executive is otherwise entitled to be receive for the seventh month of the Installment Period, provided payment of the Aggregate Payments in the seventh month does not subject Executive to additional taxes and interest tax under Section 409A of the Code, then . 4.2.2 To the provision of such benefits shall be deferred to extent the earliest date upon which such benefits can be provided without being Severance Benefit is subject to Section 409A of the Code, and Bancorp or Executive reasonably believe, at any time, that such additional taxes Severance Benefit does not comply with Section 409A, it will promptly advise the other party and interest. will negotiate reasonably and in good faith to amend the terms of the Severance Agreement such that it so complies (c) Solely for purposes of this Agreement, “Cause” shall include: i. with the conviction most limited possible economic effect on Bancorp and Executive and with the intent to preserve payment of a felony, a crime meaningful portion of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, iiSeverance Benefit over the Installment Period). willful Bancorp and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of Executive acknowledge that this Agreement or express significant policies is providing Executive with an enhanced benefit in the amount of $165,267 (the “Enhanced Benefit”) over the amount of severance benefit Executive was eligible to receive under the Severance Agreement; Executive agrees that, in the event Section 409A of the CompanyCode requires payment of the Severance Benefit in a manner other than as set forth in Section 4.1 or Section 4.2.1, that the Enhanced Benefit is to be paid in a lump sum at the end of the Installment Period. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the Employee’s employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or his/her employment with the Company for Good Reason (as defined below), the Company shall pay provide Employee with the following: (a) A lump sum payment payable within 60 days following Employee, from the ’s termination date of termination, in addition equal to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve twenty-four (1224) months of Employee’s base salary at the Employee’s annual base salary level in effect at the time of such termination termination, or immediately prior to the salary reduction event that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.; (b) Employee will also be entitled A lump sum payment payable within 60 days following Employee’s termination date equal to twelve two times Employee’s target annual incentive (12bonus) months of health benefits continuation if terminated under circumstances described in subpart the Company’s applicable Short-Term Incentive Plan (a) above. To the extent or any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest.successor plan); (c) A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) eighteen (18) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage; and (d) If Employee’s employment with Equitrans Midstream is terminated involuntarily by the Company without “Cause” (as defined below) or voluntarily for “Good Reason” (as defined below) prior to the grant to Employee of the 2019 LTIP Award, which is expected to occur on or about January 1, 2019, subject to Employee’s compliance with this Agreement (including execution and non-revocation of a release of claims), Employee shall receive a cash payment equal to the target value of the 2019 LTIP Award that would have been granted to Employee, which amount shall be paid (less applicable tax and other withholding) in a lump sum within 60 days of the termination of Employee’s employment. The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the Equitrans Midstream Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following: (a) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and (b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”). Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall include: i. the mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, his/her duties; (ii. ) Employee’s willful and repeated failures to substantially perform his assigned duties; or or (iii. a ) Employee’s violation of any provision of this Agreement a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If In the employment event of Executive’s termination Without Cause prior to the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date first anniversary of terminationthis Agreement, in addition to any payments receiving Earned Compensation, Executive will receive a severance benefit equal to which the Employee is entitled under the Company’s severance pay plan, twelve (12) 12 months of base salary at the EmployeeBase Salary, based on Executive’s annual base salary level in effect at the time of such termination or immediately Base Salary just prior to termination (the salary reduction that serves “Severance Benefit”). Receipt of the Severance Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000revocation period having expired without Executive having revoked the Separation Agreement. The aggregate base salary and other cash amount payable Severance Benefit shall be paid in a lump sum no later than 8 calendar days after the Executive signs such Separation Agreement, except if such payment is required to be delayed pursuant to Section 15 herein. Executive shall not be required to mitigate the amount of any payments under this Section (whether by seeking new employment or otherwise), and the amount of Severance Benefits shall not be reduced by any income or funds that Executive may receive from another party. In addition to any Severance Benefit paid by the Company to Bank, the Employee in one lump sum on the first day Executive shall receive medical insurance coverage for Executive and Executive’s dependents for eighteen months following the six (6) month anniversary of the date of termination without Cause at Bank’s expense. The Employer and Executive acknowledge that (i) limitations on the Employee’s terminationdeductibility by the Employer for certain Change of Control and other payments for federal income tax purposes may be imposed under, but not limited to Code Section 280G, and any successor to Section 280G of the Code and (i) limitations on payments by the Employer may be imposed by Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated thereunder. For purposes The severance benefit payment provided in this Section 8 to the extent covered under Section 280G of this Agreement, the term “termination” when used Code shall be limited to such amount that results in the context greatest amount of a condition to, the payment that is deductible by the Employer for federal income tax purposes after taking into account all other compensation payments to or timing of, payment hereunder shall be interpreted for the benefit of the Executive that are included in determining the deductibility of such payments under Section 280G of the Code or any successor to mean a “separation from service” as that term is used in Section 409A 280G of the Code. (b) Employee will also be entitled . Furthermore, in the event the total compensation payments to twelve (12) months or for the benefit of health benefits continuation if terminated under circumstances described Executive pursuant to this Agreement and other agreements, plans or arrangements, results in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part limitation of the benefits to be subject to additional taxes and interest deductibility by the Employer of such payments under Section 409A 280G or any successor to Section 280G of the Code, or to the extent prohibited by Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated thereunder then the provision of such benefits any payment under this Section 8 shall be deferred reduced to the earliest date upon which extent that such benefits can payment when made would result not in the loss of deductibility by the Employer or be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation by the Employer of any provision Section 111 of this Agreement or express significant policies EESA. Receipt of the Companybenefits provided in this section are conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. If (ai) If the employment a Change of Control of the Employee with Company occurs or a Potential Change of Control exists while the Executive is an employee of the Company Subsidiary; and (ii) the Executive's employment is terminated terminated, other than (A) by the Company Subsidiary for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, at any reason other than Cause (as defined below) time during the existence of the Potential Change of Control or if on or within a period of 36 months after the Employee terminates his or her employment with the Company for Good Reason (as defined below)Change of Control, the Company shall pay to the EmployeeExecutive, from in a lump sum, in cash, on the fifth day following any such termination of employment, an amount equal to three times the average of the aggregate annual compensation paid to and includable in the gross income of the Executive during the lesser of: (i) the 5 calendar years preceding the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately if prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment a Change of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of Control, or the date of the Employee’s Change of Control of the Company if such has occurred by the time of termination; or (ii) the portion of such 5 year period during which the Company existed and the Executive was an employee of the Company Subsidiary. Notwithstanding the provisions of this Section 3, if (a) any payments or benefits received or to be received by the Executive, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement which constitute "parachute payments" (such payments or benefits being hereinafter referred to as the "Parachute Payments") within the meaning of section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and (b) the aggregate present value of the Parachute Payments reduced by an excise tax imposed under section 4999 of the Code (or any similar tax that may thereafter be imposed) (the "Excise Tax") would be less than 3 times the Executive's "base amount," as defined in section 280G(b)(3) of the Code, then, the amount of the lump sum payment payable under this Section 3 shall be reduced such that the aggregate present value of the Parachute Payments is equal to 2.99 times the Executive's base amount. For purposes of this Agreementthe preceding paragraph, the term “termination” when used in Executive's base amount, the context present value of a condition tothe Parachute Payments, or timing of, payment hereunder the amount of the Excise Tax and all other appropriate matters shall be interpreted to mean determined by a “separation from service” as that term is used reputable accountant selected by the Executive (which may be the Company's independent auditors) in Section 409A accordance with the principles of section 280G of the Code. (b) Employee will also Code and based upon the advice of tax counsel selected by such auditors and such determination shall be entitled conclusive and binding. In addition, any payment made pursuant to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To this section shall, to the extent any such benefits cannot be provided consistent with applicable IRS limitations and requirements with respect to the Employee on a non-taxable basis qualification of Company Subsidiary's employee benefit and welfare plans and arrangements, be treated by the provision thereof would cause any part Company Subsidiary as: (x) additional consideration under such plans and arrangements and (y) as three additional years of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely service for purposes of this Agreement, “Cause” shall include: i. determining the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with amounts payable under the performance of his duties hereunder, ii. willful plans and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies arrangements maintained by the Company Subsidiary on the effective date of the CompanyChange of Control. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. If (ai) If the employment a Change of Control of the Employee with Company occurs or a Potential Change of Control exists while the Company Executive is terminated an employee of the Company; and (ii) the Executive's employment is terminated, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, at any reason other than Cause (as defined below) time during the existence of the Potential Change of Control or if on or within a period of 36 months after the Employee terminates his or her employment with the Company for Good Reason (as defined below)Change of Control, the Company shall pay to the EmployeeExecutive, from in a lump sum, in cash, on the fifth day following any such termination of employment, an amount equal to three times the average of the aggregate annual compensation paid to and includable in the gross income of the Executive during the lesser of: (i) the 5 calendar years preceding the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately if prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment a Change of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of Control, or the date of the Employee’s Change of Control of the Company if such has occurred by the time of termination; or (ii) the portion of such 5 year period during which the Company existed and the Executive was an employee of the Company. Notwithstanding the provisions of this Section 3, if (a) any payments or benefits received or to be received by the Executive, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement which constitute "parachute payments" (such payments or benefits being hereinafter referred to as the "Parachute Payments") within the meaning of section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and (b) the aggregate present value of the Parachute Payments reduced by an excise tax imposed under section 4999 of the Code (or any similar tax that may thereafter be imposed) (the "Excise Tax") would be less than 3 times the Executive's "base amount," as defined in section 280G(b)(3) of the Code, then, the amount of the lump sum payment payable under this Section 3 shall be reduced such that the aggregate present value of the Parachute Payments is equal to 2.99 times the Executive's base amount. For purposes of this Agreementthe preceding paragraph, the term “termination” when used in Executive's base amount, the context present value of a condition tothe Parachute Payments, or timing of, payment hereunder the amount of the Excise Tax and all other appropriate matters shall be interpreted to mean determined by a “separation from service” as that term is used reputable accountant selected by the Executive (which may be the Company's independent auditors) in Section 409A accordance with the principles of section 280G of the Code. (b) Employee will also Code and based upon the advice of tax counsel selected by such auditors and such determination shall be entitled conclusive and binding. In addition, any payment made pursuant to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To this section shall, to the extent any such benefits cannot be provided consistent with applicable IRS limitations and requirements with respect to the Employee on a non-taxable basis qualification of Company's employee benefit and welfare plans and arrangements, be treated by the provision thereof would cause any part Company as: (x) additional consideration under such plans and arrangements and (y) as three additional years of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely service for purposes of this Agreement, “Cause” shall include: i. determining the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with amounts payable under the performance of his duties hereunder, ii. willful plans and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies arrangements maintained by the Company on the effective date of the CompanyChange of Control. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in - 3 - effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable non‑taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. 127.1 An officer who elects to be made redundant in accordance with this clause will be entitled to be paid either of the following, whichever is the greater: (a) If the employment a sum equal to two weeks of the Employee with the Company is terminated by the Company officer’s salary for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company each completed year of continuous service, plus a pro rata payment for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) completed months of base salary at continuous service since the Employee’s annual base salary level in effect at the time last year of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000continuous service. The aggregate base salary and other cash amount maximum sum payable shall under this paragraph will be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.48 weeks salary; or (b) Employee twenty-six weeks salary. 127.2 For the purpose of calculating any payment instead of notice or part payment there, of the salary an officer would have received had he or she been on annual leave during the notice period, or the unexpired portion of the notice period as appropriate, will also be entitled to twelve (12) months used. 127.3 For the purpose of health benefits continuation if terminated calculating payment under circumstances described in subpart clause 127.1: (a) above. To where an officer has been acting in a higher position for a continuous period of at least twelve months immediately preceding the extent any date on which he or she receives notice of retirement, the salary level will be the officer’s salary in such benefits cannot higher position at that date; (b) where an officer has, during 50% or more of pay periods in the twelve months immediately preceding the date on which he or she receives notice of retirement, been paid a loading for shiftwork or are paid a composite salary, the weekly average amount of shift loading received during that twelve month period will be provided to the Employee on a non-taxable basis and the provision thereof would cause any counted as part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest."weeks salary"; (c) Solely for purposes the inclusion of this Agreementother allowances, “Cause” shall include: i. being allowances in the conviction nature of a felonysalary, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection will be with the performance approval of his duties hereunder,the Chief Executive. ii. willful and repeated failures 127.4 Where a redundancy situation affects a number of officers engaged in the same work at the same level, elections to substantially perform his assigned duties; orbe made redundant may be invited. iii. a violation of any provision of 127.5 Nothing in this Agreement or will prevent the Chief Executive inviting officers who are not in a redundancy situation to express significant policies interest in voluntary redundancy, where such redundancies would permit the redeployment of potentially excess and excess officers who do not wish to accept voluntary redundancy. 128.1 Redeployment of potentially excess and excess officers will be in accordance with the Companyofficer’s experience, ability and, as far as possible, the officer’s career aspirations and wishes. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If the Employee’s employment of the Employee with the Company is terminated by the Company for any reason other than without Cause (as defined below) or if by the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination on or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following after the six (6) month anniversary of the date Effective Date, in addition to the amounts set forth in Section 6(h), and subject to the material conditions set forth herein, including but not limited to the Employee executing, not revoking, and complying with the terms of a general release substantially in the Employee’s termination. For purposes form attached hereto as Exhibit A (subject to modifications necessary by the Company, including but not limited those necessary to comply with applicable law or to reflect any changes arising out of any merger, consolidation, reorganization, name change or similar transaction with respect to the Company)(the “Release”) and the post-employment obligations set forth in this Agreement, the term Company shall pay to the Employee a severance benefit (each as “termination” when used Severance Benefit”, as applicable) as follows within fifteen (15) business days of the expiration of any revocation period set forth in the context of Release: a. If the Employee’s employment terminates on a condition to, Separation Date that is on or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A after the six (6) month anniversary of the CodeEffective Date but prior to the one (1) year anniversary of the Effective Date, the Company will continue to pay the Employee his Base Salary in effect as of the Separation Date, less applicable taxes and withholding, for a period of six (6) months following the Separation Date. b. If the Employee’s employment terminates on a Separation Date that is on or after the one (b1) year anniversary of the Effective Date but prior to the two (2) year anniversary of Effective Date, the Company will continue to pay the Employee will also be entitled to his Base Salary in effect as of the Separation Date, less applicable taxes and withholding, for a period of twelve (12) months following the Separation Date. c. If the Employee’s employment terminates on a Separation Date that is on or after the two (2) year anniversary of health benefits continuation if terminated under circumstances described the Effective Date, the Company will (i) continue to pay the Employee his Base Salary in subpart effect as of the Separation Date for a period of twelve (a12) above. To months following the extent any such benefits cannot be provided Separation Date; and (ii) in the final payment to the Employee on Employee, the Company will include a non-taxable basis and lump sum payment equivalent to the provision thereof would cause any part Employee’s Annual Base Salary for the last full fiscal year of the benefits to Employee’s employment. Each such payment in (i) and (ii) shall be subject to additional less applicable taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunderwithholding, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If a. In the employment event of any termination of the Employee's employment hereunder at any time during the 24-month period immediately following a Change in Control (x) by the Employee with the Company is terminated for Good Reason, or (y) by the Company for any reason other than Cause Cause, then, within 5 business days after any such termination, the Company shall pay to the Employee or the estate of the Employee as severance pay, a lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to all benefits under the Company's welfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined belowin the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "SERP")), notwithstand- ing any provision of the SERP to the contrary, (i) or if the Benefit Formula Percentage applicable to the Employee terminates his or her under the SERP shall be deemed to be 70% and (ii) the Employee shall be treated as having completed 20 years of Service for purposes of Section 2(8) of the SERP. Not- withstanding any provision of the SERP to the contrary, upon the termination of the Employee's employment with by the Company Employee for Good Reason (as defined belowin the SERP) or by the Company, in either case at any time following the occurrence of a Change in Control (as defined in the SERP), the Employee shall be deemed to have satisfied all of the requirements for a Normal Retirement Allowance pursuant to Section 6(D) of the SERP and the Employee shall, accordingly, be entitled to commence receipt of such Normal Retirement Allowance, without reduction on account of his age, immediately following such termina- tion of employment. d. Notwithstanding anything else herein to the contrary, to the extent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall pay be correspondingly reduced before implementation of para- graph e below, and, if necessary, the EmployeeEmployee shall make an appropriate refund to the Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any other payments to the Employee from the date Company which consti- tute "parachute payments" as defined in section 280G of terminationthe Internal Revenue Code of 1986, as amended (the "Code") (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in addition the event of a Change in Control that occurs prior to January 1, 1999, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any payments other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee is would have been entitled under the Company’s severance pay planpreceding sentence. For purposes of this para- graph 3e, twelve (12) months "Independent Tax Counsel" shall mean a lawyer with expertise in the area of base salary at executive compensation tax law, who shall be selected by the Employee’s annual base salary level in effect at the time of such termination or immediately prior Employee and shall be reasonably acceptable to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary Company, and other cash amount payable whose fees and disbursements shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. The Severance Benefit payable to Xxxxx pursuant to the terms and conditions of this Agreement shall be all of the following: (a) If the employment of the Employee with the Company For a period that is terminated eighteen (18) months, continuation and payment by the Company District for Xxxxx, her spouse, and her eligible children in the coverage of its medical, major medical, hospital, dental, and eye care insurance. This Section shall not diminish any reason rights Xxxxx may have under COBRA or other than Cause similar rights afforded by the existing benefit programs of District. (as defined belowb) or if Payment by the Employee terminates his or her employment District of an amount equal to Xxxxx’x then-current monthly salary (without incentive compensation) multiplied by eighteen (18) months, with standard applicable withholding and deduction calculations. (i) To the Company for Good Reason (as defined below), the Company shall pay the Employee, from extent permitted by law on the date of termination, in addition the District will allow Xxxxx to continue to defer compensation into any payments and all deferred compensation plans to which the Employee is entitled under extent such continued deferral does not violate the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time terms of such termination plans or immediately prior result in adverse tax consequences to Xxxxx under Section 409A of the salary reduction that serves Internal Revenue Code of 1986 (as from time to time amended) and any regulations and guidance promulgated thereunder or any other applicable tax law. (c) The following terms shall govern the basis for termination for Good Reason. Employee will also be entitled to payment of an amount the Severance Benefit by District pursuant to Section 5 (Termination for Cause) and Section 6 (Termination Without Cause): (i) The payment of cash equal to $20,000. The aggregate base salary and other cash amount payable the Severance Benefit in Section 7(b) shall be paid fourteen (14) days following the date of termination. (ii) It is the intent of the parties that a termination by District without Cause or a termination by Xxxxx for Cause shall constitute an involuntary separation of service under Section 409A and that the Company payment of the Severance Benefit shall, to the Employee in one lump sum on extent possible, qualify for the first day following short-term deferral exception, the six separation pay plan exception, or other applicable exception to Section 409A, and any ambiguities herein will be interpreted to so comply. Each installment payment of the Severance Benefit shall be deemed a separate payment under this Agreement. (6iii) month anniversary To the extent the payment of the Severance Benefit is covered by Section 409A, the Severance Benefit shall be paid or provided to Xxxxx only if and as of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean Xxxxx experiences a “separation from service” as that term is used defined in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest applicable regulations promulgated under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company.409A. (d) Solely for purposes of Notwithstanding any language in this AgreementAgreement to the contrary, termination for “Good Reason” shall mean any cash settlement related to the termination of employment by shall be fully reimbursed to the Employee within ninety (90) days after:District if Xxxxx is convicted of a crime involving an abuse of her office or position and shall be subject to the limitations of California Government Code § 53260 et seq.

Severance Benefit. The Severance Benefit payable to Xxxxxx pursuant to the terms and conditions of this Agreement shall be all of the following: (a) If the employment of the Employee with the Company For a period that is terminated eighteen (18) months, continuation and payment by the Company for Xxxxxx, his spouse, and his eligible children in the coverage of its medical, major medical, hospital, dental, and eye care insurance. This Section shall not diminish any reason rights Xxxxxx may have under COBRA or other than Cause similar rights afforded by the existing benefit programs of District. (as defined belowb) or if the Employee terminates his or her employment with Payment by the Company for Good Reason of an amount equal to Xxxxxx'x then-current monthly salary (as defined below)without incentive compensation) multiplied by eighteen (18) months, with standard applicable withholding and deduction calculations. (i) To the Company shall pay the Employee, from extent permitted by law on the date of termination, in addition the Company will allow Xxxxxx to continue to defer compensation into any payments and all deferred compensation plans to which the Employee is entitled under extent such continued deferral does not violate the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time terms of such termination plans or immediately prior result in adverse tax consequences to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest Xxxxxx under Section 409A of the Code, then the provision Internal Revenue Code of such benefits shall be deferred 1986 (as from time to the earliest date upon which such benefits can be provided without being subject to such additional taxes time amended) and interestany regulations and guidance promulgated thereunder or any other applicable tax law. (c) Solely The following terms shall govern the payment of the Severance Benefit by Company pursuant to Section 5 (Termination for purposes Cause) and Section 6 (Termination Without Cause): (i) The payment of the Severance Benefit in Section 7(b) shall be paid fourteen (14) days following the date of termination. (ii) It is the intent of the parties that a termination by Company without Cause or a termination by Xxxxxx for Cause shall constitute an involuntary separation of service under Section 409A and that the payment of the Severance Benefit shall, to the extent possible, qualify for the short-term deferral exception, the separation pay plan exception, or other applicable exception to Section 409A, and any ambiguities herein will be interpreted to so comply. Each installment payment of the Severance Benefit shall be deemed a separate payment under this Agreement, “Cause” shall include:. i. (iii) To the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with extent the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies payment of the Company.Severance Benefit is covered by Section 409A, the Severance Benefit shall be paid or provided to Xxxxxx only if and as of the date Xxxxxx experiences a "separation from service" as defined in the applicable regulations promulgated under Section 409A. (d) Solely for purposes of Notwithstanding any language in this AgreementAgreement to the contrary, termination for “Good Reason” shall mean any cash settlement related to the termination of employment by shall be fully reimbursed to the Employee within ninety (90) days after:Company if Xxxxxx is convicted of a crime involving an abuse of his office or position.

Severance Benefit. (ai) If The Executive will receive the payments and continued benefits described in Paragraph 7(f) (iii) if: (A) The Company terminates the Executive’s employment of the Employee with the Company is terminated by the Company for under this Agreement at any reason time other than Cause (as defined belowfor death pursuant to Paragraph 7(a), for disability pursuant to Paragraph 7(b) or if for Cause pursuant to Paragraph 7(c), or the Employee terminates Executive resigns from his or her employment with the Company for Good Reason in accordance with Paragraph 7(f)(ii); and (B) The Executive executes a separation agreement and general release substantially similar to the separation agreement and release attached hereto as defined belowExhibit “A” upon his termination of employment with the Company. (ii) For all purposes of this Agreement, including but not limited to the Executive’s entitlement to the payments and continued benefits pursuant to this Paragraph 7(f), the Executive shall be entitled to resign from his employment with the Company shall pay for “Good Reason” if (A) the EmployeeCompany breaches any of its material obligations under this Agreement, (B) without the Executive’s prior written consent, the Company materially relocates the Executive’s regular office location (by more than fifty (50) miles from its location as of the date hereof), or (C) the Company assigns duties to the Executive which represent a material diminution of his authorities, duties or responsibilities or requires him to report to any person or entity other than the Board, but in each case only if within ninety (90) days after the occurrence of such action or event, the Executive gives notice to the Company of his intention to terminate his employment hereunder unless the Company takes appropriate action to reasonably cure the Executive’s otherwise Good Reason, the Company does not reasonably cure any such action or event within thirty (30) days after the date of terminationsuch notice, in addition and the Executive resigns his employment within thirty (30) days thereafter. (iii) The Company shall: (A) Pay the Executive: (I) If the Executive’s employment with the Company is terminated prior to any payments the occurrence of a Change of Control, an amount equal to which the Employee is entitled under the Company’s severance pay plan, twelve two hundred percent (12200%) months of base salary at the Employee’s annual base salary level (a) his Base Salary as in effect at the time of such termination or immediately prior to his termination, and (b) the salary reduction that serves greater of the Executive’s most recently declared Bonus or the average of the Executive’s three (3) most recently declared Bonuses, in each case as of the basis date of his termination, such amount to be paid in substantially equal payments for the twenty-four (24) month period immediately following the date of his termination, at the same times he would have received his Base Salary had his employment with the Company not terminated; or (II) If the Executive’s employment with the Company is terminated coincident with or following the occurrence of a Change of Control, a lump sum payment within (30) days of the date of his termination, equal to three hundred percent (300%) of (a) his Base Salary as in effect immediately prior to his termination, and (b) the greater of the Executive’s most recently declared Bonus or the average of the Executive’s three (3) most recently declared Bonuses, in each case as of the date of his termination. (B) Continue to maintain the Executive’s (and as applicable, his dependents’) medical benefits and dental benefits as if the Executive had continued in active employment with the Company until the earlier of the end of the maximum applicable COBRA coverage period or (i) if the Executive’s employment with the Company is terminated prior to the occurrence of a Change of Control, for the twenty-four (24) month period immediately following the date of the Executive’s termination, or (ii) if the Executive’s employment with the Company is terminated coincident with or following the occurrence of a Change of Control, for the thirty-six (36) month period immediately following the date of the Executive’s termination for Good Reason. Employee will also be entitled to payment of and, if the maximum COBRA coverage period is shorter than the applicable twenty-four (24) or thirty-six (36) month continuation period, pay the Executive monthly an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the applicable twenty-four (24) or thirty-six (36) month continuation period; (C) Continue to maintain the Executive’s term life insurance coverage and long-term disability insurance until (i) if the Executive’s employment with the Company is terminated prior to the Employee in one lump sum on occurrence of a Change of Control, the first day end of the twenty-four (24) month period immediately following the date of the Executive’s termination, or (ii) if the Executive’s employment with the Company is terminated coincident with or following the occurrence of a Change of Control, the end of the thirty-six (636) month anniversary period immediately following the date of the Executive’s termination; and (D) Effective as of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A termination of the CodeExecutive’s employment with the Company, cause all Company stock options and all other Company equity and non equity-based awards and incentives and/or related compensation rights or entitlements theretofore granted or awarded to the Executive, including but not limited to those awards and incentives referred to in Paragraph 5(c) but exclusive of any Bonus, to become fully vested and, to the extent applicable, exercisable, regardless of the otherwise applicable vesting/exercise schedule(s) in connection therewith, and relieved of any and all otherwise applicable transfer restrictions, lock-up or performance requirements and other restrictions and/or contingencies of any kind. (biv) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To If at the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part time of the benefits to be subject to additional taxes and interest under Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code, then the provision of such benefits any payments pursuant to clause Paragraph 7(f)(iii) shall be deferred delayed until the date that is six (6) months and one day following his termination of employment (or, if earlier, the earliest other date as is permitted under Section 409A of the Code). The amount payable on such date shall include all amounts that would have been payable to the earliest Executive prior to that date upon which but for the application of this clause (iv) and the remaining payments shall be made in substantially equal installments until fully paid. Notwithstanding the foregoing, the six (6) month delay shall not apply to any such benefits can payments made (A) during the short term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short term deferral period, payable solely on account of an involuntary separation from service (as defined in Section 409A of the Code) and in an amount less than the Section 409A Severance Exemption Amount. For purposes of this clause (iv), each installment payment pursuant to Paragraph 7(f)(iii) shall be provided without being subject to such additional taxes and interest. (c) Solely treated as a separate payment for purposes of this Agreement, Section 409A of the Code and the “CauseSection 409A Severance Exemption Amount” shall include: i. be equal to the conviction lesser of a felony, a crime two (2) times (I) the sum of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the taxable year in connection which the Executive’s employment with the performance of his duties hereunder, ii. willful and repeated failures Company terminates, as determined in accordance with Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(i), or (II) the maximum amount that may be taken into account under a qualified plan pursuant to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies Section 401(a)(17) of the CompanyCode for the year in which the Executive’s employment with the Company terminates. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. 4.1 Provided the conditions in Section 3 above are satisfied, and subject to the provisions of Section 4.2 below, Executive will receive a total benefit of $1,358,090 (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below“Severance Benefit”), paid in equal installments over 24 months (the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12“Installment Period”) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum commencing on the first business day following the six (6) month anniversary of the date month after the later of termination of employment and lapse of the Employee’s terminationrevocation period under the Release Agreement. For purposes In the event of this Agreementa cut-back pursuant to Section 7 below, the term “termination” when used reduction shall be applied proportionately to reduce the initial payment and each subsequent installment payment. 4.2 It is the intention of Bancorp and Executive that the Severance Benefit payable under this Severance Agreement (i) be paid in accordance with the context terms of a condition toSection 4.1 to the greatest extent possible, and (ii) either be exempt from, or timing ofotherwise comply with, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. 4.2.1 To the extent any such benefits cannot the Severance Benefit is subject to Section 409A of the Code and Executive is deemed to be provided to a “specified employee” within the Employee on a non-taxable basis meaning of Section 409A(a)(2)(B)(i) of the Code, commencement of payment of the Severance Benefit shall be delayed for six (6) months following Executive’s termination of employment and the provision thereof first installment payment made in the seventh month following termination of employment shall equal the aggregate installment payments Executive would cause any part have received during the first six months of the benefits Installment Period (the “Aggregate Payments”), plus the payment Executive is otherwise entitled to be receive for the seventh month of the Installment Period, provided payment of the Aggregate Payments in the seventh month does not subject Executive to additional taxes and interest tax under Section 409A of the Code, then . 4.2.2 To the provision of such benefits shall be deferred to extent the earliest date upon which such benefits can be provided without being Severance Benefit is subject to Section 409A of the Code, and Bancorp or Executive reasonably believe, at any time, that such additional taxes Severance Benefit does not comply with Section 409A, it will promptly advise the other party and interest. will negotiate reasonably and in good faith to amend the terms of the Severance Agreement such that it so complies (c) Solely for purposes of this Agreement, “Cause” shall include: i. with the conviction most limited possible economic effect on Bancorp and Executive and with the intent to preserve payment of a felony, a crime meaningful portion of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, iiSeverance Benefit over the Installment Period). willful Bancorp and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of Executive acknowledge that this Agreement or express significant policies is providing Executive with an enhanced benefit in the amount of $884,310 (the “Enhanced Benefit”) over the amount of severance benefit Executive was eligible to receive under the Severance Agreement; Executive agrees that, in the event Section 409A of the CompanyCode requires payment of the Severance Benefit in a manner other than as set forth in Section 4.1 or Section 4.2.1, that the Enhanced Benefit is to be paid in a lump sum at the end of the Installment Period. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. In exchange for the mutual covenants set forth in this Agreement, Company agrees to provide you with the following payment and benefits (together, the “Severance Benefit”): (a) If a lump sum cash payment of $1,854,000 (which amount equals the employment sum of the Employee with the Company (i) $1,236,000, which is terminated by the Company for any reason other than Cause equal to two times your current annual base salary, plus (as defined belowii) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below$618,000, which is equal to 200% of your current target bonus), subject to applicable withholdings and deductions; and (b) subject to your copayment of premium amounts at the active employees’ rate and your proper election to receive benefits under COBRA, Company shall pay the Employee, from monthly employer contribution that Company would have made to provide health insurance to you and your dependents if you had remained employed by Company until the date earliest of termination, in addition to any payments to which (A) the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) 18 month anniversary of the date Separation Date; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Employee’s terminationPublic Health Service Act), then Company will convert such payments to payroll payments directly to you for the time period specified above. For purposes Such payments shall be deemed a type of this Agreement, “severance pay” under the term “termination” when used meaning assigned in the context of a condition to, or timing of, payment hereunder Yumanity Therapeutics 401(k) Plan and shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes tax-related deductions and interest withholdings and paid on Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The Severance Benefit under Section 3(a) shall, to the extent taxable, be paid in calendar year 2022; provided, however, that to the extent the Severance Benefit under Section 3(a) constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be paid or commence to be paid within sixty (60) days after the Separation Date, and if such 60-day period begins in one calendar year and ends in a second calendar year then the provision Severance Benefit shall be paid or commence to be paid in the second calendar year by the last day of such benefits sixty (60) day period and Section 7 (“Section 409A”) of your Employment Agreement shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interestgovern if applicable. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Subject to the employment following provisions of this Section, the Employee Employing Company shall provide the Executive with the payments and benefits set forth in this Section, if during the Term either (i) the Employing Company is terminated by Terminates the Company for any reason Executive's Employment (other than Cause a termination for Unacceptable Performance, Disability, or death pursuant to Section 5), or (as defined belowii) or if the Employee terminates Executive voluntarily Terminates his or her employment with the Company Employment for Good Reason pursuant to Section 6. Any amount payable to the Executive pursuant to this Section is in addition to amounts already owed to him by the Employing Company and is in consideration of the covenants set forth in this Agreement and/or the Release. (as defined below), the b) The Employing Company shall pay to the Employee, from Executive a single lump sum payment equal to the date Executive's Weekly Pay multiplied by the greater of termination, (i) fifty-two (52) or (ii) two (2) times his Years of Service on the 60th day following the Executive’s Termination of Employment provided that the Executive has executed and submitted a Release of claims (as described in addition to any payments to Section 14) and the statutory period during which the Employee Executive is entitled under to revoke the Company’s severance pay planRelease has expired on or before that 60th day. (c) Notwithstanding the preceding provisions of this Section, twelve (12) months if the Executive is a "specified employee" within the meaning of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior Code Section 409A(a)(2)(B)(i), to the salary reduction that serves as extent required by such Code Section, payments otherwise required by this Section shall be delayed to the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary earliest date on which such payments are permitted and other cash amount payable shall be paid by the Company to the Employee in one a lump sum on the first day following the date that is six (6) month anniversary months following the Executive’s Termination of Employment or, if earlier, the Executive’s death. Furthermore, the obligations of the date Employing Company to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Employee’s termination. For purposes Federal Deposit Insurance Corporation regulations found in Part 359 (entitled "Golden Parachute And Indemnification Payments") of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A Title 12 of the CodeCode of Federal Regulations (or any successor provisions). (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

Severance Benefit. (a) If Upon the employment termination of the Employee with the Company is terminated Employee's employment by the Company Employer for any reason other than Cause death, Disability, termination for Substantial Cause, or voluntary termination without Good Reason within two years or less after a Change in Control as defined below, the Company will pay him as a severance benefit an amount equal to three times the annual rate of his Total Compensation at the time of such termination. (b) The Employee's employment is deemed to be terminated following a Change in Control if the Employee's employment terminates prior to a Change in Control at the direction of a person (as defined in paragraph 4(a)(i) below) or if the Employee terminates his or her employment who has entered into an agreement with the Company to effectuate a Change in Control and such employment terminates for any other reason other than death, Disability, termination for Substantial Cause, or voluntary termination without Good Reason and the circumstances constituting Good Reason occur at the direction of such person. (c) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received by an Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this or any other plan, arrangement or agreement with the Company, the Employer, any Person (as defined belowin Section 4(a)(i) of this Agreement) whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the severance benefit, being hereinafter called "Total Payments") would be subject (in whole or in part), to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Tax"), then the severance benefit under this Agreement shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement) if (i) the net amount of such Total Payments, as so reduced, (and after deduction of the net amount of federal, state and local income tax on such reduced Total Payments) is greater than (ii) the excess of (A) the net amount of such Total Payments, without reduction (but after deduction of the net amount of federal, state and local income tax on such Total Payments), over (B) the amount of Excise Tax to which the Employee would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments, the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of termination of the Employee's employment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company and reasonably acceptable to the Employee does not constitute a "parachute payment" within the meaning of Section 280G(b) (2) of the Code, (including by reason of Section 280G(b) (4) (A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b) (4) (B) of the Code, in excess of the base amount (within the meaning of Section 280G(b) (3) of the Code) allocable to such reasonable compensation, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. Prior to the payment date set forth in subsection 1(a) hereof, the Company shall provide the Employee with its calculation of the amounts referred to in this subsection and such supporting materials as are reasonably necessary for the Employee to evaluate the Company's calculations. If the Employee objects to the Company's calculations, the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary such portion of the date severance benefit (up to 100% thereof) as the Employee determines is necessary to result in the Employee receiving the greater of the Employee’s termination. For purposes clauses (i) and (ii) of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Codesubsection. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after: