Common use of Severance Benefits Clause in Contracts

Severance Benefits. To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)

Severance Benefits. To If (x) the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (Bii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of any bonus payable to Employee COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to Section 3(c) hereofthis Section, calculated based the Company shall pay you on the full Company bonus payable thereunder (last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to attainment by Company applicable tax withholding, for the remainder of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Paymentsperiod; and (Div) continuation during unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the Period date that is six (6) months after the termination of Employmentyour employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such insurance coverage shall terminate options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the Severance Period as six-month and one day period measured from the date of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance your Separation from Service with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period the date of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) your death or 4(e) hereof. (iii) Company such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be entitled paid in a lump sum to a credit for you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to Part Onethe terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, Paragraph 1 of you acknowledge and agree that the Change of Control Agreement for any amounts payable pursuant payments and benefits described in this agreement (in addition to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, payments and benefits payable to you by the Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (vaffiliate thereof) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, may be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. To the extent that Employee If Executive’s employment is terminated by Company without Cause or due to Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable a severance amount equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following of Executive’s Base Salary in effect immediately prior to the termination of Separation Date (or, the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled level in effect prior to a credit reduction of Base Salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions (the “Cash Severance”); (2) a lump sum cash payment equal to the full amount of Executive’s Bonus Target for any amounts paid pursuant to Part Onethe fiscal year in which the Separation Date occurs, Paragraph 1 of less applicable employment tax withholdings and deductions (the Change of Control Agreement for any amounts payable pursuant to Paragraph “Full Target Bonus”); (i)(A3) and Executive’s then-outstanding equity awards (i)(Bthe “Equity Awards”) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall that vest based on time will be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise accelerated with respect to the portion of such Equity Awards that would have become vested if Executive remained employed for twelve (12) months after the Separation Date, unless otherwise provided in any payments time-based Equity Award granted after the Effective Date; provided that, any time-based Equity Awards that are subject to “cliff” vesting, will be converted to monthly vesting, if necessary, in order to effect such vesting acceleration; and (4) the exercise period applicable to the Equity Awards will be extended until the later of (A) the first (1st) anniversary of the Separation Date; or compensation (B) the date provided in connection with the termination applicable Equity Award agreement, but in no case longer than the expiration of Employee's employment with the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. For the avoidance of doubt, the vesting of Executive’s performance-based Equity Awards that were granted under the Company’s Long-Term Performance Share Award Agreement will continue to be governed under the terms of such document. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or applicable state insurance laws such as Cal-COBRA (collectively, “COBRA”), and the terms of the governing health insurance policies, Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twenty-four (24) months after the Separation Date, or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. (vAll severance benefits provided in this entire subsection 8(f)(i) Employee agrees that payment of are referred to collectively as the “Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (gBenefits.”)

Severance Benefits. To the extent that Employee If Executive’s employment is terminated by Company without Cause or due to Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable a severance amount equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following of Executive’s Base Salary in effect immediately prior to the termination of Separation Date (or, the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled level in effect prior to a credit reduction of Base Salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions (the “Cash Severance”); (2) a lump sum cash payment equal to the full amount of Executive’s Bonus Target for any amounts paid pursuant to Part Onethe fiscal year in which the Separation Date occurs, Paragraph 1 of less applicable employment tax withholdings and deductions (the Change of Control Agreement for any amounts payable pursuant to Paragraph “Full Target Bonus”); (i)(A3) and Executive’s then-outstanding equity awards (i)(Bthe “Equity Awards”) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall that vest based on time will be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise accelerated with respect to the portion of such Equity Awards that would have become vested if Executive remained employed for twenty-four (24) months after the Separation Date, unless otherwise provided in any payments time-based Equity Award granted after the Effective Date; provided that, any time-based Equity Awards that are subject to “cliff” vesting, will be converted to monthly vesting, if necessary, in order to effect such vesting acceleration; and (4) the exercise period applicable to the Equity Awards will be extended until the later of (A) the first (1st) anniversary of the Separation Date; or compensation (B) the date provided in connection with the termination applicable Equity Award agreement, but in no case longer than the expiration of Employee's employment with the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. For the avoidance of doubt, the vesting of Executive’s performance-based Equity Awards that were granted under the Company’s Long-Term Performance Share Award Agreement will continue to be governed under the terms of such document. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or applicable state insurance laws such as Cal-COBRA (collectively, “COBRA”), and the terms of the governing health insurance policies, Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twenty-four (24) months after the Separation Date, or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. (vAll severance benefits provided in this entire subsection 8(f)(i) Employee agrees that payment of are referred to collectively as the “Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (gBenefits.”)

Severance Benefits. To If Executive’s employment is terminated by the extent that Employee Company without Cause or as a result of Executive’s resignation for Good Reason or Executive’s death or Disability (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable an amount equal to Employee pursuant six (6) months of Executive’s Base Salary in effect immediately prior to Section 3(c) hereofthe Separation Date, calculated based on less applicable payroll tax withholdings and deductions (the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company“Severance”) and prorated for any period during the Severance Period that is less than the full (2) twelve (12) month period months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in which such bonus the portion of the Equity Awards that would be earned; have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (Ccollectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for six (6) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the reasonable equivalent thereof) which Employee is receiving as “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the date foregoing health insurance payments, within sixty (60) days of termination making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Period Public Health Service Act), at the end of Employmenteach remaining month of the COBRA Payment Period, provided that such the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage shall terminate prior to through a new employer before the expiration end of the Severance Period as specified reimbursement period. For sake of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of reference, all severance benefits without exclusion for pre-existing medical conditions. Such coverage provided in entire subsection 10(g)(i) shall be in lieu of any other continued health care coverage referred to which Employee or his dependents would otherwise be entitled in accordance with collectively as the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "“Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Benefits.”

Severance Benefits. To If this Agreement and Executive’s employment are terminated without Cause by Rural/Metro as set forth in Section 5B, Executive shall receive the extent that Employee “Severance Benefits” provided by this Section. In addition, Executive also shall be entitled to receive the Severance Benefits pursuant if Executive’s employment is terminated due to Disability as set forth in Section 4(d) or 4(e) hereof, Company and Employee agree that 7. The Severance Benefits shall begin immediately following the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employmentemployment and, except as otherwise provided that such insurance coverage shall terminate prior herein, will continue to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion be payable for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period (the “Benefit Period”) of twenty-four (24) months following thereafter. However, notwithstanding anything herein to the termination contrary, the Benefit Period shall be twelve (12) months in the event that Severance Benefits are payable due to Disability. The Executive’s Severance Benefits shall consist of the Period continuation of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company Executive’s then Base Salary for duration of the Benefit Period, less lawfully required withholdings, and shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunderin accordance with Rural/Metro’s generally-applicable payroll practices. (iv) Except as provided in Section 6 below, the Such Severance Benefits shall be received by Employee paid in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Companyaccrued vacation time. (v) Employee agrees that payment The Severance Benefits also shall consist of the Severance Benefits maycontinuation of any health, medical, dental, vision or pharmaceutical coverage that Executive was participating in the discretion as of the Company, be subject last day of active employment to the prior execution by extent that Executive continues to be eligible for such coverages. These coverages shall be continued under COBRA beginning the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment first day of the month following the effective termination date and shall continue for the duration of the Benefit Period provided that Executive satisfactorily complies with all COBRA election and eligibility requirements. During the Benefit Period, Executive shall continue to pay the same premiums paid as of the last day of active employment. Executive’s life insurance coverage may be converted to an individual policy within 30 days of the effective termination date, if conversion is then available under the applicable policy. Upon conversion, the cost of maintaining an individual policy resides with Executive. If Executive voluntarily terminates this Agreement and Executive’s employment, or if Rural/Metro terminates the Agreement and Executive’s employment for Cause, no Severance Benefits shall be consideration for such releasepaid to Executive. (g)No Severance Benefits are payable in the event of Executive’s death or retirement. Severance Benefits and Executive’s right to exercise any stock options shall immediately cease if Executive commits a material violation of any of the terms of this Agreement relating to confidentiality and non-disclosure, as set forth in Section 10, or the Covenant-Not-To-Compete, as set forth in Section 11. Only material violations will result in the loss of Severance Benefits and the ability to exercise stock options. The payment of Severance Benefits shall not be affected by whether Executive seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive’s Severance Benefits shall not be impacted by Executive’s failure to “mitigate.” In order to receive the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with Executive’s employment with Rural/Metro.

Severance Benefits. To I understand that Walco or myself may terminate my employment at any time. In return for my agreement to be bound by the extent that Employee shall be entitled terms of this Agreement, Walco has agreed to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that pay severance benefits upon the following shall applyterms and conditions: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant In the event that Walco elects to Section 3(a) hereof during the Severance Period terminate my employment other than for Cause or I terminate my employment for Good Reason (as those terms are defined belowhereunder); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage severance benefits to which Employee or his dependents would otherwise I may be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985entitled, as amended ("COBRA")Walco will, by reason of Employee's termination of employment. (ii) "Severance Period" shall mean for a period of twenty-four six (246) months following the termination my termination, continue to pay my salary. The total amount paid to me during this six (6) month period will be equal to one half of the Period amount paid to me as compensation by Walco during the last full calendar year of Employment pursuant my employment, as reflected on my last W-2. The obligations of Walco to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part Onedo so, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowhowever, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of are conditioned upon me signing a release of claims in a form provided satisfactory to Walco within twenty-one (21) days (or, if greater, the time period mandated by applicable federal or state law) of the date I receive notice of termination of my employment or the date I receive said release of claims, whichever is later, and upon my not revoking the release of claims thereafter. All such severance payments under this Agreement will bein a form of salary continuation payable in accordance with the normal payroll practices of Walco, and will begin at Walco’s next regular payroll period following the effective date of said release of claims, but shall be retroactive to the date of termination. The following, as determined by the Company prior Senior Vice President of Sales and Operations (or other officer delegated by the Chief Executive Officer) in his/her reasonable judgment, shall constitute Cause for termination: (i) my refusal or failure to perform (other than by reason of disability), or material negligence in the performance of, my duties and responsibilities, to Walco or my refusal or failure to follow or carry out any reasonable direction of Walco; (ii) material breach by me of any provision of this Agreement or any other agreement between myself and the Walco; (iii) the commission of fraud, embezzlement, theft or other dishonesty by me; (iv) my conviction or plea of nolo contendere to any such payment felony or any other crime involving dishonesty or moral turpitude; or (v) any conduct that could reasonably be expected to have a material adverse effect upon the business, interests of reputation of Walco. Upon providing notice of termination of my employment hereunder for Cause, Walco shall have no further obligation or liability to me, other than for Base Salary earned and unpaid at the date of termination. The following shall constitute Good Reason for termination by me: a material diminishment in the nature or scope of my duties or compensation without my prior consent; provided, however, that payment the following shall not constitute “Good Reason”: (i) any diminishment in compensation attributable to market conditions or vendor-initiated action, or (ii) any diminishment of the Severance Benefits business of Walco or any of its Affiliates, including without limitation, (iii) the sale or transfer of any and all of the assets of Walco or any of its Affiliates, shall be consideration for such release. (g)not constitute “Good Reason”.

Severance Benefits. To Notwithstanding the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(dat-will nature of your employment, if (a) or 4(e) hereof, at any time the Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment without Cause (as defined below); , and other than as a result of your death or disability, or (Bb) payment you resign for Good Reason (as defined below), and provided in each case such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), then in addition to the Accrued Obligations you will be entitled to receive severance in the form of any bonus payable (i) nine (9) months of your then base salary, such amount to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder be paid in equal installments over a nine (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (129) month period in which such bonus would be earned; (C) immediate vesting and payment after the Date of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled Termination payable in accordance with the requirements of Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the Consolidated Omnibus Budget Reconciliation Act of 1985, first payroll date following the date the Release becomes effective and irrevocable (as amended ("COBRA"discussed in the following paragraph), by reason of Employee's termination of employment. ; and (ii) "Severance Period" shall mean a period if you were participating in the Company’s group health plan immediately prior to the Date of twenty-four Termination and you elect COBRA health continuation, payment for nine (249) months following of monthly COBRA premiums at the termination of same rate as the Period of Employment pursuant Company pays for active employees for you and your eligible dependents, subject to Section 4(dapplicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits”). Such severance benefits are conditional upon (x) or 4(e) hereof. (iii) Company shall be entitled your continuing to a credit for any amounts paid pursuant to Part Onecomply with your obligations under your Proprietary Information Agreement, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(By) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject your delivering to the prior execution by the Employee of a Company an effective, general release of claims in favor of the Company in a form provided by acceptable to the Company prior that becomes effective and irrevocable within 60 days following your termination date (the “Release”). In the event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the calendar year in which your termination of employment occurs (whether or not it actually becomes effective and irrevocable in the following year), then any severance payments and benefits under this Agreement that would be considered deferred compensation under Internal Revenue Code Section 409A will be paid on the first payroll date to any occur during the calendar year following the calendar year in which such payment termination occurs following the date the Release actually becomes effective and that payment of the Severance Benefits shall be consideration for such release. (g)irrevocable.

Severance Benefits. To In addition to your Accrued Obligations, subject to your continued compliance with the extent that Employee Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if, following the closing of a Qualifying Series A Financing, your employment is involuntarily terminated by the Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive Severance Benefits pursuant receive, as the sole severance benefits to Section 4(d) or 4(e) hereofwhich you are entitled, Company and Employee agree that the following shall apply: benefits provided below (i) "the “Severance Benefits" shall mean: ”): • An amount equal to 6 months' base salary (A) a continuation of Employee's then effective salary as payable pursuant at the rate in effect immediately prior to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of your termination of employment, or in the Period case of Employmenta material diminution in your base salary which would give rise to Good Reason for your resignation, provided that such insurance coverage shall terminate the base salary in effect prior to the expiration such material diminution), which amount will be paid over a period of the Severance Period as 6 months following your termination of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled employment in accordance with the requirements Company’s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); • For the 6 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as Mineralys Therapeutics, Inc. | 000 Xxxx Xx., Xxx. #0000, Xxx Xxxxxxxxx, XX 00000 | 415.678.1977 applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reason reference to the premium as of Employee's the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (iithe “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; • Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the unvested Stock Awards (as defined below) "Severance Period" shall mean then held by you (including the Initial Award) will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a period part of twenty-four (24) each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and • In the event your Qualifying Termination occurs following the closing of a Qualifying Series A Financing and within 12 months following a Change in Control, the references to “6 months” in the foregoing severance provisions shall be increased to “12 months.” ◦ As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall employment, you will not be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) aforesaid payments and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)benefits.

Severance Benefits. To In the extent event of Officer’s Termination Without Cause or Termination For Good Reason prior to the Retention Date, in addition to receiving the Earned Compensation and the Retention Award, Officer shall receive a severance benefit equal to the greater of (a) nine months Base Salary, based on Officer’s Base Salary just prior to termination (but excluding any decreases in Base Salary after the Effective Date that Employee shall be entitled would give rise to receive Severance Benefits pursuant Good Reason under Section 7.2(a)) and (b) two weeks Base Salary, based on Officer’s Base Salary just prior to termination (but excluding any decreases in Base Salary after the Effective Date that would give rise to Good Reason under Section 4(d) or 4(e) hereof7.2(a)), Company and Employee agree that for each year of employment with Umpqua (any such benefits, the following shall apply: (i) "“Severance Benefits" shall mean: ”), subject to the execution and effectiveness of a release of claims (substantially in the form attached hereto as Exhibit A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of within 55 days following the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu and forfeiture of any unpaid Severance Benefits in the event of non-compliance (other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance than non-compliance that is insubstantial and not willful) with the requirements restrictive covenants set forth in Sections 11, 12, 13 or 14 of the Consolidated Omnibus Budget Reconciliation Act of 1985, this Agreement. Subject to any delay as amended ("COBRA"), contemplated by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below10.3, the Severance Benefits shall be received paid in equal installments over the number of months of continued Base Salary, starting on the next regular payday following the date the release becomes effective. Officer shall not be required to mitigate any compensation payable under this Section 9 (whether by Employee in lieu of seeking new employment or otherwise) and such compensation shall not be reduced by earnings that Officer may receive from any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with source. Notwithstanding the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits mayforegoing, in the discretion event that Umpqua’s similarly situated officers as a group are offered more favorable severance terms (excluding severance terms related to a merger of the CompanyUmpqua, be sale of Umpqua or similar change in control event), subject to Officer’s consent, the prior execution by the Employee of a release of claims in a form severance terms provided by the Company prior to any such payment and that payment of the Severance Benefits Officer shall be consideration for such release. (g)amended accordingly.

Severance Benefits. To (a) If the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) Executive’s employment terminates by reason of an Involuntary Termination or 4(e) hereofConstructive Termination (in either case, Company and Employee agree that the following shall apply: other than a Change of Control Termination), (i) "Severance Benefits" shall mean: the Company will pay the Executive an amount equal to [twelve (A12)](1) months of his or her base salary, at the rate in effect as of the Termination Date ([the “Initial Salary Payment”), plus an amount equal to a continuation maximum of Employee's then effective six (6) months of his or her base salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period beginning as of the first date that Employee is covered under another employer's health benefit program anniversary of the Termination Date during which provides substantially the same level of benefits without exclusion for preExecutive has not secured new, reasonably similar full-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance time employment (the “Additional Salary Payment”, and together with the requirements Initial Salary Payment,](2) the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, Separation Agreement (as amended ("COBRA"such term is defined in Section 4 below)](3), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a period pro rata amount of twentythe Executive’s annual cash incentive award target for the current year (pro-four rated based on the percentage of the year worked prior to the termination) (24the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year(4) (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for [twelve (12)](5) months following the termination Termination Date[ (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Period of Employment pursuant Termination Date](6), at the same rate that the Executive would be required to Section 4(dcontribute toward such coverage if he or she were actively employed ([the “Additional COBRA Coverage” and together with the Initial COBRA Coverage,](7) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part Onethe “COBRA Coverage”), Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(Bvi) above as part of any Severance Benefits payable hereunder. (iv) Except as provided the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)the

Severance Benefits. To In addition to your Accrued Obligations, subject to your continued compliance with the extent that Employee Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive Severance Benefits pursuant receive, as the sole severance benefits to Section 4(d) or 4(e) hereofwhich you are entitled, Company and Employee agree that the following shall apply: benefits provided below (i) "the “Severance Benefits" shall mean: ”): • An amount equal to 9 months’ base salary (A) a continuation of Employee's then effective salary as payable pursuant at the rate in effect immediately prior to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of your termination of employment, or in the Period case of Employmenta material diminution in your base salary which would give rise to Good Reason for your resignation, provided the base salary in effect prior to such material diminution), which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • If you are terminated between January 1 and the payment date of the your annual cash performance bonus for the calendar year preceding the date of your Qualifying Termination, you will be paid a lump sum cash payment in an amount equal to the amount of the annual cash performance bonus that you would have otherwise earned for performance in the calendar year preceding your termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • The Company will pay you an amount equal to your Target Bonus for the calendar year in which your Qualifying Termination occurs, prorated for the portion of such insurance coverage shall terminate year that has elapsed prior to the expiration date of such Qualifying Termination, which amount will be paid in a lump sum within 10 days following the Severance Period as date your Release becomes effective; • For the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the first date that Employee is covered on which the applicable continuation period under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”) expires, or (b) the Mineralys Therapeutics, Inc. | 000 X. Xxxxxx Xxxxxxx Xxxx, Ste. F200, Radnor, PA 19087 | 610.977.2000 date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), by reason if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of Employee's the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the actual monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment. (ii) "Severance Period" shall mean a period If any of twentythe Company’s health benefits are self-four (24) months following funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you lump sum amount in advance for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of Employment coverage pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part OneCOBRA, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowincluding, without limitation, the Severance Benefits shall be received by Employee in lieu election of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with such coverage and the termination of Employee's employment with Company. (v) Employee agrees that timely payment of premiums. You shall notify the Severance Benefits mayCompany immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; • Notwithstanding anything else set forth herein, in the discretion Plan or in any award agreement, such number of the Company, be subject to unvested Stock Awards (as defined below) then held by you (including the prior execution by Initial Award and Additional Award) will vest on the Employee effective date of a release of claims in a form provided your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company prior during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Stock Award; and

Severance Benefits. To the extent that Employee shall be entitled In return for Executive’s timely signing and not revoking this Agreement as set forth in Section 13 below, and subject to receive Severance Benefits pursuant to Section 4(d) or 4(e) Executive’s compliance with all terms hereof, the Company and Employee agree that the following shall applyshall: (i) "Severance Benefits" shall mean: (A) continue to pay the Executive, in accordance with the Company’s regularly established payroll procedure, the Executive’s Base Salary for a continuation period of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earnedmonths; (Cii) immediate vesting and payment for a period of any Option Payments; and twelve (D12) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of months following the date of the Executive’s termination of employment (or, if earlier, the Period of Employment, provided that such insurance coverage shall terminate prior to date on which the expiration of the Severance Period as of the first date that Employee is covered applicable continuation period under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”) expires) (such period, the “COBRA Coverage Period”), by reason provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA, continue to pay the Company’s share of Employee's the premium the Executive and/or his eligible dependents are required to pay for continuation coverage pursuant to COBRA based on the cost sharing levels in effect on the date of the Executive’s termination of employment. , unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case, instead of providing the benefits as set forth above, the Company shall instead pay to the Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (ii) "Severance Period" shall mean or any remaining portion thereof), unless the Company determines that such payments would not comply with applicable law in a period manner that causes the Company to incur additional taxes, penalties, fines or charges as a result of twentysuch payments (other than employer-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. side employment taxes payable on such payments); (iii) Company shall be entitled pay the Executive a lump sum equal to a credit for any amounts paid pursuant to Part One, Paragraph 1 100% of the Change Executive’s Target Bonus (as defined in the Employment Agreement) for 2023, payable within seventy-five (75) days of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) the termination date; and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except all of the Executive’s then-unvested equity awards shall vest and become fully exercisable or non-forfeitable effective as provided in Section 6 belowof the termination date, with the Severance Benefits same treatment applying to any then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to performance-based vesting conditions (and excluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the applicable performance metric) shall be received governed by Employee in lieu of any other right Employee may have the individual award agreement and the equity plan under applicable lawwhich such awards were granted to the extent such award agreement specifically provides that such awards will not be eligible for accelerated vesting under this Agreement) (provided that, Company or Parent policies or plans or otherwise with respect to any equity award that is a restricted stock unit, in no event shall such restricted stock unit be settled later than the March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Severance Benefits”). Other than the Severance Benefits, Executive will not be eligible for, nor shall he or she have a right to receive, any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by benefits from the Company prior to or any such payment and of its Affiliates following the Separation Date, other than reimbursement for any outstanding business expenses in accordance with Company policy. For the sake of clarity, the Parties agree that payment of the Severance Benefits shall be consideration there is no earned but unpaid annual bonus due for such release. (g)2022.

Severance Benefits. To In the extent that Employee shall be entitled event of the termination of Executive’s employment without Cause or Executive’s resignation for Good Reason, and in each case such termination results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to receive Severance Benefits pursuant to Section 4(dany permissible alternative definition thereunder) or 4(e(an “Involuntary Termination”) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full within twelve (12) month period months immediately following the effective date of a Change in which Control, in lieu of the Severance Benefits provided in Sections 5.2 and 5.4 herein, Executive will receive the following benefits upon such bonus would be earnedInvoluntary Termination (the “Change in Control Benefits”): (i) a lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (Cii) immediate vesting a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and payment of any Option Paymentsdeductions; and (Diii) continuation during if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Severance Period of any medical/dental care Company will pay Executive’s COBRA premiums sufficient to maintain his group health insurance coverage (or the reasonable equivalent thereof) which Employee is receiving in effect as of the date of termination of the Period of EmploymentInvoluntary Termination for twelve (12) months following the Involuntary Termination, provided that such the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage shall terminate prior through a new employer; (iv) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the Involuntary Termination or the expiration of the Severance Period as term of any such option, whichever occurs earlier; and (v) the first date that Employee is covered under another employer's health benefit program which provides substantially the same level vesting of benefits without exclusion for pre-existing medical conditions. Such coverage all of Executive’s outstanding equity awards shall be accelerated so that they vest in lieu of full and the Company’s right to repurchase any other continued health care coverage earlier exercised shares, if applicable, shall lapse. As a condition precedent to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 Executive’s receipt of the Change of in Control Agreement for any amounts payable pursuant Benefits, Executive must properly execute, and not revoke or attempt to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided revoke, the Release described in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)6.

Severance Benefits. To In the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree event that the following shall apply: Company terminates your employment without Cause, and if you first sign, date, and deliver to the Company a separation agreement that includes a general release of all known and unknown claims in the form provided to you by the Company, and you allow this separation agreement to become effective, then you will receive, as your sole severance benefits (i) "collectively, the “Severance Benefits" shall mean: ”): (Aa) a continuation of Employee's then effective salary as payable pursuant severance pay equal to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period months of your base salary in which such bonus would be earnedeffect as of the termination date, less required deductions and withholdings, paid in the form of salary continuation on the Company’s standard payroll dates (beginning with the first payroll date following the effective date of the required separation agreement); (Cb) immediate vesting and payment provided that you timely elect continued group health insurance coverage through federal COBRA law, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of any Option Paymentsyour termination date for twelve (12) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first; and (Dc) continuation during the Severance Period accelerated vesting of any medical/dental care coverage unvested shares subject to the Option (or the reasonable equivalent thereofand any other subsequently provided option grants) which Employee is receiving such that all shares will be fully vested and immediately exercisable effective as of the date employment termination date. For the purposes of this Agreement, “Cause” for termination shall mean the Company’s termination of your employment for any of the Period following reasons: (a) you are convicted of Employmentany felony or of any crime involving moral turpitude (including a no contest or guilty plea); (b) you participate in any fraud or act of dishonesty against the Company; (c) you willfully breach your duties to the Company, provided including insubordination, misconduct, excessive absenteeism, or persistent unsatisfactory performance of job duties; (d) you intentionally damage or willfully misappropriate any property of the Company; (e) you materially breach any written agreement with the Company (including, but not limited to, your Proprietary Information Agreement); or (f) you engage in conduct that such insurance coverage shall terminate demonstrates unfitness to serve as reasonably determined by the Board. Notwithstanding the foregoing, prior to the expiration a termination for Cause falling within (c) and (f) of the Severance Period as foregoing Cause definition, the Board must provide you with written notice of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean your unsatisfactory conduct and a period of twenty-four thirty (2430) months following days to cure such conduct, except that such written notice and opportunity to cure are not required if the termination conduct is not capable of being cured. In the Period of Employment pursuant to Section 4(d) event that your employment is terminated for Cause or 4(e) hereof. (iii) Company shall be entitled to a credit your employment terminates at your request for any amounts paid pursuant reason, Cerus shall have no obligation to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of pay any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Benefits.

Severance Benefits. If, at any time, (i) the Company terminates your employment without Cause, other than as a result of your death or disability or (ii) you terminate your employment for Good Reason, then you shall receive the following severance benefits (the “Severance Benefits”): (i) twelve (12) months of your base salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings, paid in substantially equal installments on Bioventus’ regular payroll schedule beginning on the 60th day following the Termination Date and continuing for twelve (12) months; (ii) one hundred percent (100%) of your target Annual Bonus, paid on or about 60 days following the Termination Date (iii) If you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay the COBRA premiums necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents on the termination date for the first twelve (12) months of such coverage (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). Your receipt of the Severance Benefits is conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement; and (b) your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an effective, general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision. After the Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (within the meaning of Section 409A) as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” (as determined under Section 409A) and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A) and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that Employee any reimbursements are taxable to you, any such reimbursement payment due to you shall be entitled paid to receive Severance Benefits pursuant to Section 4(d) you on or 4(e) hereof, Company and Employee agree that before the last day of the calendar year following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on taxable year in which the full Company bonus payable thereunder (related expense was incurred. The reimbursements are not subject to attainment by Company liquidation or exchange for another benefit and the amount of any objective financial or performance standards applicable to Company) and prorated for any period during such reimbursements that you receive in one taxable year shall not affect the Severance Period amount of such reimbursements that is less than the full twelve (12) month period you receive in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)taxable year.

Severance Benefits. To If Executive’s employment is terminated by the extent that Employee Company without Cause or as a result of Executive’s resignation for Good Reason or Executive’s death or Disability (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable an amount equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following of Executive’s Base Salary in effect immediately prior to the termination Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”); (2) payment of a final bonus equal to the amount of the Period most recently paid Bonus, prorated based on the number of Employment days Executive was employed during the year in which the Separation Date occurred, less applicable employment tax withholdings and deductions (the “Final Bonus,” collectively with the Severance, the “Cash Severance”); and (3) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twenty-four (24) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 4(d) or 4(e) hereof. (iii) 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, the Company shall be entitled pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a credit 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for any amounts paid pursuant to Part One, Paragraph 1 group health insurance coverage through a new employer before the end of the Change specified reimbursement period. For sake of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as reference, all severance benefits provided in Section 6 below, the Severance Benefits entire subsection 10(g)(i) shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect referred to any payments or compensation in connection with collectively as the termination of Employee's employment with Company. (v) Employee agrees that payment of the “Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Benefits.”

Severance Benefits. To (a) If the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) Executive’s employment terminates by reason of an Involuntary Termination or 4(e) hereofConstructive Termination (in either case, Company and Employee agree that the following shall apply: other than a Change of Control Termination), (i) "Severance Benefits" shall mean: the Company will pay the Executive an amount equal to [twelve (A12)] months of his or her base salary, at the rate in effect as of the Termination Date ([the “Initial Salary Payment”), plus an amount equal to a maximum of six (6) a continuation months of Employee's then effective his or her base salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period beginning as of the first date that Employee is covered under another employer's health benefit program anniversary of the Termination Date during which provides substantially the same level of benefits without exclusion for preExecutive has not secured new, reasonably similar full-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance time employment (the “Additional Salary Payment”, and together with the requirements Initial Salary Payment,] the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985Separation Agreement (as such term is defined in Section 4 below)], as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for [twelve (12)] months following the Termination Date[, plus any additional period during which the Executive is not eligible to participate in a group medical plan of twenty-four another employer other than the Company’s group medical plan, for up to six (246) months following the termination first anniversary of the Period of Employment pursuant Termination Date], at the same rate that the Executive would be required to Section 4(d) contribute toward such coverage if he or 4(e) hereof. she were actively employed (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part Onethe “COBRA Coverage”), Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(Bvi) above the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as part of any Severance Benefits payable hereunder. determined by the Compensation Committee in its discretion (iv) Except as provided in Section 6 belowthe “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (gBenefits”).

Severance Benefits. To In the extent event of termination of your employment by the Company without cause at any time, or if the Company does not offer you a new employment agreement containing material terms that Employee are at least equivalent to this Amended and Restated Employment Agreement, as amended, on or before the expiration of the current Employment Agreement, the Company will pay you, as a lump-sum severance benefit, the amount of 1.6 times your annual base salary and maximum bonus potential then in effect (less appropriate withholding amounts) (the "Severance Amount"), and the Company will release any and all shares of Common Stock held for your benefit in any deferred compensation account with the Company without penalty. Notwithstanding anything contained in this Amended and Restated Employment Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution to or for your benefit whether paid or payable or distributed or distributable pursuant to the terms of this Amended and Restated Employment Agreement or otherwise in connection with, or arising out of, your employment with the Company, would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then you shall be entitled to receive Severance Benefits pursuant to Section 4(dan additional payment (a "Gross-Up Payment") in an amount such that after payment by you of the Excise Tax imposed upon said payments and distributions, including any Excise Tax on the Gross-Up Payment, the net amount you retain, after deduction of the Excise Tax and any federal, state and local income or 4(e) hereofpayroll tax upon the Gross-Up Payment, Company equals the net amount you would have received in the absence of the Excise Tax. In consideration for the agreements set forth herein and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereofAmount, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employmentyou shall, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following upon the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to your employment, execute a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion release of the Company, be subject to the prior execution by the Employee Board, and all officers, employees and agents of a release of claims in a form provided by the Company prior from any and all claims, liabilities, actions, causes of action, obligations, costs, damages, losses and demands of every kind and nature whatsoever known or unknown, which arise out of, relate to or are in any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)manner

Severance Benefits. To Severance benefits for Section 16 officers are determined under the extent that Employee HP Severance Plan for Executive Officers (“SPEO”). In your case, while this Agreement remains in effect, a 2.0 multiplier (instead of a 1.5 multiplier) shall be apply to determine the amount of your cash severance benefit under the SPEO. The other terms of the SPEO will continue to apply with respect to a determination of whether you are entitled to receive Severance Benefits pursuant to Section 4(dthese benefits, except that a “qualifying termination” shall also include your resignation following (a) the relocation of your principal place of business more than 50 miles from its current location, or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (Ab) a continuation material adverse change in your authority, duties or responsibilities, or a material reduction in your compensation, without your prior written consent, but only if you have provided HP with notice of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of material change within 60 days after the date of termination such change, and HP has failed to cure the change within 30 days thereafter. A material adverse change in your authority, duties or responsibilities includes, without limitation, your ceasing to be General Counsel of, or no longer reporting directly to the chief executive officer of, the top-tier parent company of the Period controlled group of Employment, provided that such insurance coverage shall terminate prior corporations of which HP is a part. In addition to the expiration of cash severance benefit payable under the Severance Period as of SPEO, you will receive a pro-rata bonus under the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for preannual Pay-existing medical conditions. Such coverage shall be in lieu of for-Results Plan (or any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (iisuccessor) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation the fiscal year in connection with which your termination occurs, based on your actual period of service through your date of termination, and actual performance on applicable metrics, payable following the end of the fiscal year during which your termination occurs and no later than March 15th of the following calendar year. In addition, the following treatment will apply to your outstanding equity awards in the event of a termination of Employee's your employment with Company. entitling you to benefits under the SPEO, as modified by this Agreement (v) Employee agrees that payment of such treatment to apply at such time as the Severance Benefits may, in release you are required to sign under the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)SPEO becomes effective):

Severance Benefits. To Notwithstanding the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(dat-will nature of your employment, if (a) or 4(e) hereof, at any time the Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment without Cause (as defined below); , and other than as a result of your death or disability, or (Bb) payment after the first anniversary you resign for Good Reason (as defined below), and provided in each case such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), then in addition to the Accrued Obligations you will be entitled to receive severance in the form of any bonus payable (i) nine (9) months of your then base salary, such amount to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder be paid in equal installments over a nine (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (129) month period in which such bonus would be earned; (C) immediate vesting and payment after the Date of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled Termination payable in accordance with the requirements of Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the Consolidated Omnibus Budget Reconciliation Act of 1985, first payroll date following the date the Release becomes effective and irrevocable (as amended ("COBRA"discussed in the following paragraph), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twentypro-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. rated bonus based on your annual base salary, and (iii) if you were participating in the Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (9) months of monthly COBRA premiums at the same rate as the Company shall be entitled pays for active employees for you and your eligible dependents, subject to a credit for any amounts paid pursuant to Part One, Paragraph 1 of applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Change of Control Agreement for any amounts payable pursuant to Paragraph Internal Revenue Code (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowthe “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits shall be received by Employee in lieu of any other right Employee may have Benefits”). Such severance benefits are conditional upon (x) your continuing to comply with your obligations under applicable lawyour Proprietary Information Agreement, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (vy) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject your delivering to the prior execution by the Employee of a Company an effective, general release of claims in favor of the Company in a form provided acceptable to the Company that becomes effective and irrevocable within 60 days following your Date of Termination (the “Release”), and (z) if you are a member of the Board, your resignation from the Board, to be effective no later than your Date of Termination (or such other date as requested by the Company prior Board). In the event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the calendar year in which your termination of employment occurs (whether or not it actually becomes effective and irrevocable in the following year), then any severance payments and benefits under this Agreement that would be considered deferred compensation under Internal Revenue Code Section 409A will be paid on the first payroll date to any occur during the calendar year following the calendar year in which such payment termination occurs following the date the Release actually becomes effective and that payment of the Severance Benefits shall be consideration for such release. (g)irrevocable.

Severance Benefits. To (a) If the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) Executive’s employment terminates by reason of an Involuntary Termination or 4(e) hereofConstructive Termination (in either case, Company and Employee agree that the following shall apply: other than a Change of Control Termination), (i) "Severance Benefits" shall mean: the Company will pay the Executive an amount equal to [twelve (A12)]3 months of his or her base salary, at the rate in effect as of the Termination Date ([the “Initial Salary Payment”), plus an amount equal to a maximum of six (6) a continuation months of Employee's then effective his or her base salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period beginning as of the first date that Employee is covered under another employer's health benefit program anniversary of the Termination Date during which provides substantially the same level of benefits without exclusion for preExecutive has not secured new, reasonably similar full-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance time employment (the “Additional Salary Payment”, and together with the requirements Initial Salary Payment,]4 the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985Separation Agreement (as such term is defined in Section 4 below)]5, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a period pro rata amount of twentythe Executive’s annual cash incentive award target for the current year (pro-four rated based on the percentage of the year worked prior to the termination) (24the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year6 (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for [twelve (12)]7 months following the termination of Termination Date[ (the Period of Employment pursuant to Section 4(d) 1 Insert amendment and restatement date or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part Oneeffective date, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)applicable.

Severance Benefits. To In exchange for your execution of a release and waiver of claims against the extent Released Parties (as defined below) and your compliance with the other terms and conditions of this Agreement, the Company agrees to: (a) pay you severance in the aggregate amount of $600,000 (the “Severance Amount”), which will be subject to all applicable withholding taxes, and will be payable in equal installments, in accordance with the Company’s regular payroll schedule, over a one-year period effective as of the Separation Date (the “Severance Period”); and (b) pay on your behalf medical insurance premiums necessary to provide the medical benefits coverage (“Health Insurance”) that Employee would otherwise have been provided to you if you remained an employee of the Company during the 12-month period following the first day of the month after the Separation Date (the “Benefit Period”). All payments described in the preceding sentence that would otherwise have been made between the Separation Date through the date of this Agreement shall be entitled made on the next payroll date to receive Severance Benefits pursuant occur after the date of this Agreement in accordance with the Company’s regular payroll schedule. Notwithstanding anything to Section 4(d) or 4(e) hereofthe contrary herein, Company and Employee agree in the event that the following shall apply: you (i) "Severance Benefits" shall mean: materially breach any of your obligations under this Agreement, the Company will immediately cease to have any obligations to make (Ax) a continuation of Employee's then effective salary as payable pursuant to any further severance payments under Section 3(a2(a) hereof above or (y) any further medical insurance premium payments under Section 2(b) above or (ii) become employed by another entity or individual during the Severance Period or the Benefit Period (as defined belowexcluding, for the avoidance of doubt, self-employment); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on you will notify the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the commencement date of termination of such other employment and the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that will reduce each subsequent installment payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution Amount by the Employee of a release of claims in a form provided by gross wages you receive from such other employment, which you shall inform the Company prior of as soon as reasonably practicable, after such commencement date. In addition, if you become eligible for Health Insurance by any means during the Benefit Period, you must immediately notify the Company and the Company shall immediately cease making any payments related to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Health Insurance as set forth hereunder.

Severance Benefits. To If the extent that Employee shall Company (or any successor entity) terminates the Executive’s employment without Cause, or if the Executive resigns the Executive’s employment for Good Reason, the Executive will be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofreceive, Company and Employee agree that as the following shall apply: Executive’s sole severance benefits (i) "the “Severance Benefits" shall mean: ”): (Aa) a severance pay in the form of the continuation of Employee's then effective the Executive’s base salary in effect as payable pursuant to Section 3(aof the employment termination date for a period of three (3) hereof during months from the termination date (the applicable period, the “Severance Period (as defined belowPeriod”); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (Db) if the Executive validly elects to receive continuation during coverage under the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior Company’s group health plan pursuant to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 ("“COBRA"”), an amount equal to the applicable premium otherwise payable for such COBRA continuation coverage during the Severance Period (the “COBRA Payment Period”). The Severance Benefits shall be subject to all required payroll deductions and withholdings as determined by reason of Employee's termination of employmentthe Company. Notwithstanding the foregoing, in order to be eligible for the Severance Benefits, the Executive must meet the Release Requirements (iias defined below) "Severance Period" shall mean a period of twenty-four as set forth in Section 9 within sixty (2460) months following days after the termination date of the Period of Employment pursuant Executive’s employment termination, and the Executive shall receive no severance if the Executive fails to Section 4(d) or 4(e) hereofmeet the Release Requirements. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of Provided that the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided Executive meets the Release Requirements set forth in Section 6 below9, the Severance Benefits set forth in subsection (a) will be paid in equal monthly installments in accordance with the Company’s regular payroll practices, provided however, that the first payment of such amounts will not be made to the Executive until the first regular monthly payroll date that is more than sixty (60) days after the termination date, with the first payment due on such first payroll date that is more than sixty (60) days after the termination date to include all payments that would have been due during the period beginning on the first regular monthly payroll date following the termination date and such first regular monthly payroll date after the sixtieth (60th) day following the termination date. Notwithstanding anything to the contrary in this Agreement, (i) the Executive’s entitlement to any benefits or payments related to reimbursement for COBRA premiums shall be received cease on such date that the Executive becomes eligible to receive health insurance coverage from another employer group health plan due to the Executive’s employment with a future employer, and (ii) if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by Employee the 2010 Health Care and Education Reconciliation Act), then in lieu of any other right Employee may have under applicable lawpaying COBRA premiums pursuant to this Section 7, the Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with shall pay the termination Executive on the last day of Employee's employment with Company. (v) Employee agrees that payment each remaining month of the Severance Benefits mayCOBRA Payment Period, in a fully taxable cash payment equal to the discretion COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. For purposes of mitigation and reduction of the Company, be subject ’s financial obligations to the prior execution by Executive under this Section 7, the Employee of a release of claims in a form provided by Executive shall promptly and fully disclose to the Company prior to in writing the fact that the Executive has become eligible for comparable group health, dental or life insurance coverage from any such payment other employer, and that payment of the Severance Benefits Executive shall be consideration liable to repay any amounts to the Company that should have been so mitigated or reduced but for the Executive’s failure or unwillingness to make such release. (g)disclosure.

Severance Benefits. To Within 30 days after the Separation Date, the Company will pay to you a lump sum in cash representing your Accrued Obligations (as defined in the Employment Agreement), which will consist of the following, all subject to applicable tax withholding: • your Annual Base Salary (as defined in the Employment Agreement) through the Separation Date, to the extent not theretofore paid; • your business expenses that Employee shall be entitled to receive Severance Benefits are reimbursable pursuant to Section 4(d2(b)(v) or 4(eof the Employment Agreement but have not been reimbursed by the Company as of the Separation Date; and • any vacation pay accrued by you to the extent not theretofore paid. In consideration for you (a) hereofsigning this Separation Agreement, and (b) signing, no earlier than the Separation Date and no later than 52 days following the Separation Date, a general waiver and release of claims, substantially in the form attached hereto as Exhibit A (the “Release”), and letting the Release become effective as set forth in the Release, (I) for purposes of your Employment Agreement and this Separation Agreement, your separation from the Company will be deemed a termination of your employment without Cause (as defined in the Employment Agreement), and Employee (II) you will receive the payments and benefits as specified on Exhibit B attached hereto, all subject to applicable tax withholding (the “Severance Benefits”). The Accrued Obligations and the Severance Benefits will be in full satisfaction of any amounts due under the Employment Agreement, the CECO Environmental Corp. 2017 Equity and Incentive Compensation Plan (the “Equity Plan”), and other compensation arrangements of the Company. You acknowledge and agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) Benefits do not constitute a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents you would otherwise be entitled in accordance as a result of your employment with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, that the Severance Benefits shall would not be received by Employee in lieu of any other right Employee may have under applicable lawdue unless you sign the Release, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees and that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment constitute fair and that payment of the Severance Benefits shall be adequate consideration for such release. (g)your promises and covenants set forth in this Separation Agreement and the Release.

Severance Benefits. To Upon a termination of your employment described in subparagraph (c) above, and subject to satisfaction of the extent that Employee conditions set forth in subparagraph (f) below, you shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation cash payment equal to 5 times your Base Salary in effect at the time of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period employment, one-half of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled payable in accordance with the requirements of Company's normal payroll practices over the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's one year period following your termination of employment. , and the remainder of which shall be payable in one lump sum at the end of such one year period, (ii) "Severance Period" shall mean a period of twenty-four cash payment equal to the Prior Year Cash Bonus as described in subparagraph (24b) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. above, (iii) a cash payment equal to the portion of the Annual Bonus, if any, that would have been paid to you in cash for the fiscal year in which such termination occurs, payable at such time and in such amount that would have been paid had your employment not so terminated, but prorated for the portion of the fiscal year that you were actually employed, and (iv) continued health coverage for the two year period following such termination of employment on the same basis that such coverage is provided to senior executives of the Company shall be entitled to during such period. In addition, upon a credit for any amounts paid termination of your employment pursuant to Part Oneclauses (x) and (y) of subparagraph (c) above, Paragraph 1 each Service-Based Stock Award will continue to vest on the same basis as it would have vested had you remained employed for the one year period following such termination, and upon a termination of your employment pursuant to clause (z) of subparagraph (c) above, each Service-Based Stock Award shall fully vest and each Performance-Based Stock Award shall vest on the assumption that targeted level of performance would have been achieved (or, if greater, performance that reasonably could be expected to be achieved based on actual performance through the date of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) in Control), and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits such vesting shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect prorated to any payments or compensation in connection with reflect the termination of Employee's employment with Company. (v) Employee agrees that payment portion of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and performance period that payment of the Severance Benefits shall be consideration for such release. (g)you were actually employed.

Severance Benefits. To Since the extent that Employee shall termination of your employment with the Company is deemed to be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofa Qualifying Termination, Company and Employee agree that the following shall applyapply in accordance with Sections 8 and 10 of the Change in Control Agreement solely in the event that you choose to sign this Agreement in accordance with Section 8(a) of the Change in Control Agreement: • On the first payroll date after the release is signed, providing it is signed within 45 days from the date of this letter, the Company shall pay you, in a lump sum cash payment, an amount equal to $425,250 (less applicable withholding and employment taxes), which represents the sum of 1 times your highest annual base salary rate while an employee of the Company plus a pro rated bonus amount calculated by multiplying your annual base salary by the maximum bonus potential for 2010 (the “Cash Severance Amount”); • As of the Termination Date, the Company will continue, under the terms as may be in effect from time to time, your current health, dental, life insurance, D&O insurance and the other fringe benefits for you and your family equal to what would have been provided to you had your employment not been terminated until the eighteen (18) month anniversary of the Termination Date (the “Continuation Period”); provided that (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant the benefits provided during your taxable year may not affect the benefits provided to Section 3(a) hereof during the Severance Period (as defined below)you in any other taxable year; (Bii) payment reimbursement of any bonus payable eligible expenses must be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, and (iii) the right to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (such continued coverage is not subject to attainment by Company of any objective financial liquidation or performance standards applicable to Company) and prorated exchange for any another benefit. This Continuation Period shall constitute coverage continuation period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered required under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and • On and after the Termination Date, the Company will provide outplacement services to you through one or more outside firms chosen by you up to an aggregate of 1985$10,000, as amended which such services to extend until the earlier of ("COBRA"), by reason i) the twelve (12) month anniversary of Employee's termination of employment. the Termination Date or (ii) "Severance Period" shall mean a period the date on which you secure full time employment. For purposes of twenty-four (24) months following the termination this separation and release agreement, all of the Period of Employment pursuant benefits described above in this section shall collectively be referred to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of as the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any “Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Benefits”.

Severance Benefits. To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) If WRIT terminates your employment without Cause or 4(e) hereof, Company and Employee agree that if you terminate for Good Reason at any time during the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as periods, you will receive the following severance benefits, payable pursuant in installments according to Section 3(a) hereof during the Severance Period (as defined below); (B) payment WRIT’s payroll cycle and pro-rata portions of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on STIP and LTIP values as determined by the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employmentplans, provided that such insurance coverage shall terminate prior you sign the Company’s standard Separation Agreement and General Release: If termination without Cause or for Good Reason occurs between these dates Then severance benefits are as follows: October 1, 2013 to September 30, 2015 24 months of Base Salary October 1, 2015 and beyond 12 months of Base Salary For purposes of this Agreement, (1) Cause means your commission for a felony or crime of moral turpitude; conduct in the performance of duties which is illegal, dishonest, fraudulent or disloyal; your breach of any fiduciary duty you owe to the expiration Trust; any action or inaction by you that constitutes a material breach of this Agreement which is not cured by you to WRIT’s reasonable satisfaction within 30 days of your receipt of written notice from WRIT advising you of said material breach; or your gross neglect of duty which is not cured by you to the Severance Period as reasonable satisfaction of WRIT within 30 days of your receipt of written notice from the first date Board advising you of said gross neglect, and (2) Good Reason means a material diminution in your Base Salary or a material diminution in your overall base compensation earning potential that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for prenot agreed to by you (other than due to failure to achieve performance-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"based measures), a material diminution in your authority, duties or responsibilities, a material change in geographic location at which you are employed, or any action or inaction by reason WRIT that constitutes a material breach of Employee's termination this Agreement provided you give written notice to WRIT within 90 days after the condition providing the basis for such Good Reason first exists and if such Good Reason has not been corrected or cured by WRIT within 30 days after WRIT has received written notice from you of employmentyour intent to terminate your employment for Good Reason and specifying in detail the basis for such termination. (ii) "Severance Period" shall mean a period Conditions to Employment: WRIT is required to verify the employment eligibility of twenty-four (24) months following the termination of the Period of Employment pursuant every new employee. Therefore, should you accept this position, please bring documents to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled verify your identity and eligibility to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, work in the discretion United States as identified on the enclosed I-9 Form. Please note that the offer of employment is contingent upon a clear criminal background check. This offer is also conditional upon the Company, be subject to the prior execution receipt and approval by the Employee Board of a release of claims in a form provided by the Company prior to any such payment all required reference and that payment of the Severance Benefits shall be consideration for such release. (g)background verifications.

Severance Benefits. To In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release and waiver of claims in the extent form attached hereto as Exhibit C (the “Release”), and provided that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) your employment continues after May 4, 2021, you complete the Transition Plan Deliverables, and your employment is not terminated by the Company for Performance or 4(e) hereofCause, the Company and Employee agree that will provide you with the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: the Company will make a lump-sum payment to you, in an amount equal to $600,000 plus $50,000 for each month of employment you complete hereunder between the CFO Transition Date and the Separation Date (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during partial month), with payment made on the Severance Period Company’s first regular payroll date that is less than at least five (5) days following the full later of the effective date of the Release or the date it is received by the Company; and (ii) if you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, and you elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, “COBRA”), the Company will contribute the monthly amount of $1,334.49 (the “Monthly Premium Payment”) to your premium costs for such participation until the earlier of (a) the date that is twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination Separation Date and (b) the date that you cease to be eligible for coverage under COBRA or Company plans. Notwithstanding the foregoing, in the event that the Company’s payment of the Period of Employment pursuant Monthly Premium Payment would subject the Company to any tax or penalty under Section 4(d105(h) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change Internal Revenue Code of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above 1986, as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowamended, the Severance Benefits shall be received by Employee in lieu of Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits mayeach case, in the discretion of as determined by the Company, then you and the Company agree to work together in good faith to restructure such benefit. For the avoidance of doubt, you will not be subject to eligible for the prior execution by the Employee of a release of claims benefits described in a form provided by this Section 3 if you voluntarily resign your employment with the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)August 31, 2021.

Severance Benefits. To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofIn connection with your separation from employment, Company and Employee agree that the following shall apply: in consideration for your (i) service to the Company through the Separation Date, (ii) compliance with the terms of this Letter Agreement and all other restrictive covenants applicable to you, and (iii) satisfaction of the requirement to sign the Confidential Enhanced Transition Agreement, Release, and Waiver of All Claims substantially in the form attached hereto as Exhibit A (the "Release Agreement") on or following the Separation Date, and your non-revocation of the Release Agreement prior to its becoming effective and irrevocable within the time period set forth therein (the "Release Requirement"), you shall be eligible for Enhanced Transition Pay under the Company's Transition Pay Plan, as amended, and the other certain severance benefits as set forth under the heading "Severance Benefits" shall mean: on the Schedule of Entitlements attached to the Release Agreement (A) a continuation of Employee's then effective salary as payable pursuant collectively, the "Severance Benefits"). You understand that if the Release Requirement is not satisfied, you will not be eligible to Section 3(a) hereof during receive the Severance Period Benefit. The Severance Benefits and the Equity Award Treatment shall be in full satisfaction of the obligations of the Company has to you under this Letter Agreement, the Transition Pay Plan and any other plan, agreement, policy or arrangement of the Company upon your separation from employment, including the Retention Letter between you and the Company, dated June 9, 2016 (the "Retention Letter"), other than any vested benefits (including your benefit under the FirstMerit SERP and the Retention Amount as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on provided in the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to CompanyRetention Letter) and prorated for other rights to which you may be entitled under any period during other Company employee benefit plan by reason of your employment with the Severance Period Company that is less than the full twelve (12) month period in which such bonus would cannot legally be earned; (C) immediate vesting waived. Except as otherwise required by applicable law, your participation under any Company employee benefit plans and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving programs will cease as of the date Separation Date, and your rights under any such plan or program shall be governed by the terms and conditions of those plans and programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason to the extent permitted by law. In no event shall you be entitled to severance pay or termination of benefits beyond the Period of Employment, provided that such insurance coverage Severance Benefits and the Equity Award Treatment. Nothing in this Letter Agreement shall terminate prohibit the Company from terminating your employment prior to the expiration of Separation Date for Cause or you from voluntarily terminating your employment prior to the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage Separation Date; provided that, in each such case, you shall be in lieu of eligible only for any other continued health care coverage accrued but unpaid annual base salary due for the period you worked to which Employee or his dependents would otherwise be entitled the extent not theretofore paid, any business expenses incurred by you in accordance with the requirements applicable Company policy that have not been reimbursed by the Company as of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), your termination date and any other vested benefits or other rights to which you may be entitled under any other Company employee benefit plan by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection your employment with the termination of Employee's employment with Company. (v) Employee agrees Company that payment of the Severance Benefits maycannot legally be waived, in the discretion of the Company, be and which are not otherwise subject to the prior execution by the Employee of forfeiture upon a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration termination for such release. (g)Cause.

Severance Benefits. To In the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(devent Safeguard terminates your employment without “Cause” (as defined below) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period you resign for Good Reason (as defined below); (B) , Safeguard will provide you the following benefits that will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. Without limiting the generality of the foregoing, these benefits are in respect of all salary and other rights that you may have against Safeguard or its affiliates. If you are terminated without Xxxxx or resign for Good Reason: ● You will be paid an amount equivalent to the remainder of your Base Salary that would have been paid to you during the Term, less applicable tax deductions and withholdings. This severance amount will be paid in a lump sum within 10 days of the termination date. ● The Company will pay the cost of COBRA continuation coverage with respect to medical insurance, less such co-payment amount payable by you under the terms of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based the Company’s medical insurance program as in effect on the full Company bonus payable thereunder (subject to attainment by Company date of any objective financial or performance standards applicable to Company) your termination, for the balance of the Term. ● All remaining unvested shares of your Equity Grants shall accelerate and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving become fully vested as of the date termination date. All severance-related compensation and benefits described above will be contingent on your execution of a release, in form acceptable to Safeguard in its sole discretion, which is not subsequently rescinded, of all claims against Safeguard pursuant to Safeguard’s standard employee form. You will have 21 days following your termination of employment in which to consider the Period of Employmentrelease although you may execute it sooner. In this letter agreement, provided that such insurance coverage shall terminate prior the term “Cause” means (a) your willful failure to abide by the expiration reasonable work-related instructions and requests of the Severance Period as Board of Directors during your employment and/or your failure to adhere to any written Safeguard policy in effect from time to time if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the first date that Employee is covered under another employer's health benefit program which provides substantially the same level 10-day period preceding termination of benefits without exclusion for pre-existing medical conditions. Such coverage shall be this letter agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in lieu connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any other continued health care coverage to which Employee of Safeguard’s funds or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985property; or (d) your conviction of, as amended indictment for ("COBRA"or its procedural equivalent), by reason or your entering of Employee's termination a guilty plea or plea of employment. (ii) "Severance Period" shall mean no contest with respect to, a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowfelony, the Severance Benefits shall be received by Employee in lieu of equivalent thereof, or any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise crime with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of which imprisonment is a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)possible punishment.

Severance Benefits. To If Executive’s employment is terminated by the extent that Employee Company without Cause, or due to Executive’s death or Disability, or as a result of Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable an amount equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period months of Executive’s Base Salary in which such bonus would be earned; effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (C) immediate vesting and payment of any Option Paymentsthe “Severance”); and (D2) continuation during twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the Severance Period portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). (For avoidance of doubt, to the extent that any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving performance criteria under any Equity Award has not been satisfied as of the date of termination of the Period of EmploymentSeparation Date, provided that such insurance coverage Equity Awards shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage Separation Date and shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, not be subject to the prior execution by foregoing accelerated vesting benefit.) Except for the Employee foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of a release of claims in a form provided by the governing health insurance policies, the Company prior will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to any continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such payment and that payment earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the Severance Benefits foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 9(g)(i) shall be consideration for such release. (g)referred to collectively as the “Severance Benefits.”

Severance Benefits. To The following constitutes “Severance Benefits”: If your employment with the extent that Employee Company is terminated without Cause (as hereinafter defined) by the Company (which shall include a non-renewal of the Term by the Company) or for Good Reason (as defined below) by you (any such event, a “Qualifying Termination”), in either case at any time other than during a Change in Control Protected Period (defined below), and subject to your compliance with the Protective Covenants (below) and your execution without revocation of a release of claims against the Company (a “Release”) within sixty (60) days following the date of such termination, you will be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyto: (i) "Severance Benefits" shall mean: a lump sum payment equal to the product of (Ax) one (1) and (y) the sum of your then current Base Salary, Target Bonus and if your termination occurs prior to January 1, 2020, your Transition Bonus; (ii) a continuation prorated portion of Employee's then effective salary as payable pursuant to Section 3(a) hereof during your Target Bonus for the Severance Period year in which your employment is terminated (as defined belowthe “Prorated Bonus”); and (Biii) a lump sum payment equal to the product of any bonus payable to Employee pursuant to Section 3(c(x) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (Dy) continuation during the Severance Period of any medical/amount equal to the monthly premium for health, prescription drug, dental care and vision coverage (or the reasonable equivalent thereof) which Employee is receiving as of in effect on the date of termination of under the Period of Employment, provided that such insurance coverage shall terminate prior Company’s plans pursuant to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")amended, by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following less the termination portion of the Period monthly premium cost of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 such coverage payable by an active employee as of the Change date of Control Agreement for any amounts payable pursuant to Paragraph termination (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. the “Monthly COBRA Premium”); (iv) Except as provided in Section 6 belowto the extent not yet paid, the Severance Benefits shall be received by Employee Transition Bonus, and (v) to the extent not otherwise provided for under the Plan or any successor thereto, as applicable, or any award agreement granted thereunder, (x) immediate vesting in lieu of any other right Employee may have then outstanding Transition Awards and (y) for any then outstanding annual equity awards granted under applicable lawthe Plan or any successor thereto, Company or Parent policies or plans or otherwise (I) with respect to any payments then outstanding time-vesting award, (A) if such award vests in annual (or compensation shorter) installments, immediate vesting in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment portion of the Severance Benefits mayaward that would have otherwise vested within 365 days following the date of any such separation from service and (B) if such award provides for vesting not described in clause (A), immediate vesting in a pro-rated portion of the award, based on the period of time that has elapsed during the vesting period, and (II) with respect to any then outstanding performance based award, vesting shall be based on achievement of actual performance as of the date of such separation from service compared against the relevant performance metrics (with such performance metrics prorated based on the period of time that has elapsed during the performance period) and prorated based on the period of time that has elapsed during the performance period. The amounts set forth in the discretion preceding clauses (i), (ii), (iii) and (iv) shall be paid to you within sixty (60) days following your Qualifying Termination. In addition to the foregoing, if the Qualifying Termination occurs on or after the end of a given year but before the date that annual bonuses that may be payable in respect of such year are to be paid, then you will receive, at such time (if any) as such annual bonuses are otherwise paid to remaining senior executives of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to annual bonus you would have received (if any) if you had remained employed through such date (any such payment and that payment of bonus, the Severance Benefits shall be consideration for such release. (g“Prior Year Bonus”).

Severance Benefits. To If Executive’s employment is terminated by the extent that Employee Company without Cause or as a result of Executive’s resignation for Good Reason or Executive’s death or Disability (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be entitled eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyseverance benefits: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B1) payment of any bonus payable an amount equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period months of Executive’s Base Salary in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate effect immediately prior to the expiration of Separation Date, less applicable payroll tax withholdings and deductions (the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A“Severance”) and (i)(B2) above twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as part Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of any Severance Benefits payable hereunderthe foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (iv) Except as including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. For sake of reference, all severance benefits provided in Section 6 below, the Severance Benefits entire subsection 10(g)(i) shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect referred to any payments or compensation in connection with collectively as the termination of Employee's employment with Company. (v) Employee agrees that payment of the “Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Benefits.”

Severance Benefits. To (a) If after a Change in Control, the extent that Employee Bank shall be entitled to receive Severance Benefits pursuant to Section 4(d) terminate the Employee's employment (other than on account of Termination for Cause), or 4(e) hereofemployment is terminated in the event of Involuntary Termination by the Employee, Company and Employee agree that within 12 months following a Change in Control, the following Bank shall apply: (i) pay the Employee his base salary through the Date of Termination; (ii) pay the Employee an amount equal to one times his base salary (determined as of the Date of Termination, and disregarding any incentive or other extraordinary compensation, such amount being referred to herein as "Severance Benefits" shall mean: (A) Base Salary"), with such amount being paid ratably over a continuation period of one year, commencing on the Employee's then effective salary as payable pursuant to Section 3(a) hereof during Date of Termination (the Severance Period (as defined below"One-Year Period"); (Biii) payment pay the Employee's prorated portion of any incentive or bonus payable payments, with such payments being made ratably over the One-Year Period; (iv) continue to provide, at the Bank's expense, for the One-Year Period, the medical, dental, vision and disability insurance coverage that would have been provided to the Employee pursuant to Section 3(c) hereof, calculated based on had he remained employed with the full Company bonus payable thereunder Bank (subject to attainment by Company the availability of any objective financial or performance standards applicable such insurance to Company) the Employee, and prorated for any period during if such insurance is not available to the Severance Period that is less than Employee, a cash equivalent benefit shall be provided, which shall be paid ratably over the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option PaymentsOne-Year Period); and (Dv) continuation during pay to the Severance Period of any medical/dental care coverage (or Employee in a lump sum in cash, within 25 days after the reasonable equivalent thereof) which Employee is receiving as later of the date of termination such Change in Control or the Date of Termination, an amount equal to 0.99 times the Period Employee's Base Salary. Notwithstanding the foregoing, if the Bank's providing continuing health insurance benefits under this Section 3(a) would violate the nondiscrimination requirements under the Patient Protection and Affordable Care Act and the regulations and guidance of Employmentgeneral applicability issued thereunder ("PPACA"), so as to result in the imposition of penalties under the PPACA, then the Bank shall revise this Section 3(a) in such manner as is necessary to comply with the PPACA, provided that such insurance coverage shall terminate prior reformation provides the Employee with an equivalent economic benefit had this sentence not applied (determined without regard to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(Atax consequences) and (i)(B) above as part does not result in a violation of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits 409A. All payments due hereunder shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by applicable tax and other withholdings. No payment shall be made under this Section 3 unless the Employee of timely executes a release of claims substantially in a the form provided by attached as Exhibit A hereto. Payments under this Section 3 are subject to the Company prior to any such payment restrictions and that payment of the Severance Benefits shall be consideration for such release. (g)conditions set forth in this Agreement.

Severance Benefits. To In the extent that Employee event of a Severance Event, the Company shall be entitled pay you severance equal to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyfollowing: (i) an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability and health insurance plans, as described further below (the "Severance Benefits" "). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall meanimmediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (Aa) a continuation period of Employee's then effective salary as payable pursuant 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to Section 3(a2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within two (2) hereof during business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Period Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as defined belowyou elect: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (Bii) payment an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of any bonus payable the premium that represents coverage equal to Employee pursuant to Section 3(c) hereof, calculated based on your coverage under the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving group life insurance plan as of the date of termination this Amendment, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the Period of Employmentfollowing, provided as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that such you -2- may currently have in place; or (iii) a new personal long-term disability insurance coverage shall terminate prior to policy obtained through other than the expiration Company's insurance policy. The Company will pay only that pro-rated portion of the Severance Period premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first date paragraph of this letter, that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits is, a severance without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage "Cause", are intended to which Employee or his dependents would otherwise be entitled in accordance comply with the requirements exemption from Section 409A of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the "COBRACode"), by reason of Employee's for involuntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, with respect to severance without "Cause" and notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment. employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) "Severance Period" the amount payable to you hereunder in such event shall mean not exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a period of twenty-four (24) months following the termination of the Period of Employment qualified plan pursuant to Section 4(d401(a)(17) or 4(e) hereof. of the Code for such year, and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs. The Company shall be entitled to a credit for indemnify you and hold you harmless, on an after-tax basis, from any amounts paid pursuant to Part Onetaxes, Paragraph 1 costs, expenses, penalties, fines, interest or other liabilities that result from the application of Section 409A of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation Code in connection with payments you receive under this Amendment, as long as you have complied with the termination terms of Employee's employment with Companythis Amendment. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any Any such payment and that payment of the Severance Benefits payments made under this Section shall be consideration for such release. (g)made on a grossed-up basis.

Severance Benefits. To If the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance with your Confidentiality and Invention Assignment Agreement, and provided such Qualified Separation constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then you will be entitled to the following benefits: (i) severance payments at a rate equal to your base salary, at the rate in effect at the time of your separation date, for the Severance Period; (Bii) payment a pro-rata portion of your annual bonus target for the year in which your termination occurs plus any earned but unpaid bonus payable amounts from prior periods; and (iii) the Company will pay to Employee pursuant you an amount equal to Section 3(cthe monthly premium under COBRA for you and your eligible dependents until the earliest of (x) hereofthe end of the final month of the Severance Period, calculated based on (y) the full Company bonus payable thereunder expiration of your continuation coverage under COBRA or (subject to attainment by Company z) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if the Company’s making payments under clause (iii) of any objective financial or performance standards the preceding sentence would violate the nondiscrimination rules applicable to Company) non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and prorated for any period the related regulations and guidance promulgated thereunder), the Company will continue to pay to you each month during the Severance Period a taxable payment in an amount that is less than the full twelve (12) month period Company was paying on behalf of you and your eligible dependents with respect to the Company’s health insurance plans in which such bonus would be earned; (C) immediate vesting you and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving your eligible dependents were participants as of the date day of termination your Separation From Service. The payment, if any, pursuant to the preceding sentence will be made within 60 days after your Separation From Service; however, if such 60-day period spans two calendar years, then the payment will be made in the second calendar year. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then 100% of the Period then-unvested portion of Employment, provided that such insurance coverage any stock option or restricted stock award issued to you by the Company shall terminate prior to the expiration of the Severance Period vest as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditionsRelease Effective Date. Such coverage shall The severance payments described above will be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled paid in accordance with the requirements Company’s standard payroll procedures, and, subject to your satisfaction of the Consolidated Omnibus Budget Reconciliation Act of 1985, Release Requirement (as amended ("COBRA"defined below), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following will commence on the termination of first payroll date that follows the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall Release Effective Date, and once they commence will be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject retroactive to the prior execution by the Employee date of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)your

Severance Benefits. To the extent that Employee shall Executive will be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) lump-sum payment of any bonus payable severance pay equal to Employee pursuant to Section 3(cthe greater of (I) hereofthe product of (x) Executive’s Base Salary, calculated based on as then in effect, and (y) a fraction, the full Company bonus payable thereunder numerator of which is the number of days remaining in the Employment Term after the effective date of termination and the denominator of which is 365 (subject to attainment by Company of any objective financial or performance standards less applicable to Companywithholdings) and prorated for any period during the Severance Period that is less than the full (II) twelve (12) month period months of Executive’s Base Salary, as then in which such bonus would be earned; effect (C) immediate vesting and payment of any Option Paymentsless applicable withholdings); and (DB) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance Executive timely elects continuation coverage shall terminate prior pursuant to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA")”) for Executive and Executive’s eligible dependents, by reason of Employee's termination of employment. reimbursement from the Company for the COBRA premiums for such coverage (iiat the coverage levels in effect immediately prior to her termination) "Severance Period" shall mean a period of twenty-four for up to Twenty Four (24) months following the termination date, as long as Executive remains eligible for COBRA; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Period Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One2010, Paragraph 1 of and the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) guidance and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowregulations issued thereunder, the Severance Benefits shall Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be received by Employee required to pay to continue Executive’s group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twenty four (24) such monthly payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any other right Employee may have purpose, including, but not limited to continuation coverage under applicable lawCOBRA, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, and will be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)all applicable tax withholding.

Severance Benefits. To In the extent event of a Severance Event, the Company shall pay you severance equal to the following: (i)an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that Employee you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability and health insurance plans, as described further below (the "Severance Benefits"). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be entitled the remaining term of each option regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (a) a period of 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to 2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within two (2) business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to receive Severance Benefits pursuant COBRA coverage and remit the appropriate payment to Section 4(d) or 4(e) hereofthe Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, Company and Employee agree that upon termination, offers you the following shall applyopportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) "Severance Benefits" shall mean: a Whole Life conversion policy through the Company's group life insurer (A) a continuation of Employee's then effective salary as payable pursuant subject to Section 3(a) hereof during acceptance by the Severance Period (as defined belowinsurer); (Bii) payment an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of any bonus payable the premium that represents coverage equal to Employee pursuant to Section 3(c) hereof, calculated based on your coverage under the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving group life insurance plan as of the date of termination this Agreement, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the Period of Employmentfollowing, provided as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that such you may currently have in place; or (iii) a new personal long-term disability insurance coverage shall terminate prior to -2- policy obtained through other than the expiration Company's insurance policy. The Company will pay only that pro-rated portion of the Severance Period premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Agreement. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first date paragraph of this letter, that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits is, a severance without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage "Cause", are intended to which Employee or his dependents would otherwise be entitled in accordance comply with the requirements exemption from Section 409A of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the "COBRACode"), by reason of Employee's for involuntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, with respect to severance without "Cause" and notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment. employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) "Severance Period" the amount payable to you hereunder in such event shall mean not exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a period of twenty-four (24) months following the termination of the Period of Employment qualified plan pursuant to Section 4(d401(a)(17) or 4(e) hereof. of the Code for such year, and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs. The Company shall be entitled to a credit for indemnify you and hold you harmless, on an after-tax basis, from any amounts paid pursuant to Part Onetaxes, Paragraph 1 costs, expenses, penalties, fines, interest or other liabilities that result from the application of Section 409A of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation Code in connection with payments you receive under this Agreement, as long as you have complied with the termination terms of Employee's employment with Companythis Agreement. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any Any such payment and that payment of the Severance Benefits payments made under this Section shall be consideration for such release. (g)made on a grossed-up basis.

Severance Benefits. To If your employment is terminated by Apollo (or Apollo Marketing) with Cause, or by you without Good Reason, then you will receive your salary and benefits (including accrued, but unused vacation time) earned up to the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(deffective date of your termination and nothing else. If your employment is terminated by Apollo (or Apollo Marketing) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period without “Cause” (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the Closing Date or by you with “Good Reason” (as defined below), during the first twelve (12) months following the Closing Date, and you execute and deliver to Apollo a signed settlement agreement and general release in a form and manner provided by Apollo (hereafter “Release”) within thirty (30) days following your termination of employment and the Period of Employment pursuant Release becomes effective and enforceable in accordance with its terms following any applicable revocation period, in addition to Section 4(dthe amounts described in the preceding paragraph, Apollo will provide you with the additional benefits set forth in this paragraph. First, Apollo will continue to pay you your base salary as a severance payment for twelve (12) or 4(e) hereofmonths following the date on which the Release becomes effective. (iii) Company Such payments shall be entitled made in accordance with Apollo’s regularly scheduled payroll beginning with the first payroll date coincident with or following the date the Release becomes effective. Second, if your employment termination occurs prior to a credit the expiration of the first six (6) months following the Closing Date, you shall also be paid the Retention Bonus no later than fifteen (15) business days following the date on which the Release becomes effective. Third, Apollo shall also reimburse you for any amounts paid pursuant COBRA premiums you pay during the twelve (12) months following such a termination of employment. Any such reimbursement shall be made within thirty (30) days of your submission for reimbursement, but no event later than the last day of your taxable year following the taxable year in which the premiums are paid. Fourth, (A) the Two Year Option (to Part Onethe extent not fully vested) shall become fully vested; (B) any Aptimus Awards (to the extent not fully vested) shall become fully vested, Paragraph 1 and (C) you shall immediately be credited with additional employment with Apollo/Apollo Marketing for purposes of the Change vesting schedule in effect for the Four Year Option so that you shall be immediately vested in such option to the same extent as if you had completed an additional twelve (12) months of Control Agreement employment with Apollo/Apollo Marketing prior to your termination date. Following the expiration of the twenty-fourth (24th) month following the Closing Date in the case of a termination by Apollo/Apollo Marketing without Cause and the twelfth (12th) month following the Closing Date in the case of a termination by you for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable Good Reason, you will no longer be eligible for severance benefits hereunder. (iv) Except as provided Instead, you will be eligible to participate in Section 6 belowany severance benefit plan or program that Apollo makes generally available to its management employees, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable lawif any, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee terms of a release such severance benefit plans and programs. For purposes of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits this Agreement, “Cause” shall be consideration for such release. (g)defined as:

Severance Benefits. To In connection with your termination of employment, and in consideration for your service to the extent Company and its affiliates through the Termination Date (or, if earlier, the date of your death or Disability (which term shall mean your “Total and Permanent Disability,” as defined in your Zoetis equity award agreements)) and your compliance in all material respects with the terms of this Letter Agreement, specifically including your execution of a release agreement substantially in the form attached as Exhibit A and your non-revocation of such release agreement prior to its becoming effective and irrevocable within 30 days following the Termination Date (the “Release Requirement”), and your compliance in all material respects with the restrictive covenants set forth or referenced herein, the Company shall provide to you (i) the payments and benefits set forth on Exhibit B (the “Severance Benefits”) and (ii) the Consulting Fee for services during the Advisory Period, as noted above. The Severance Benefits shall be in full satisfaction of the obligations of the Company and its affiliates to you under this Letter Agreement and any other plan, agreement, policy or arrangement of the Company and its affiliates upon your termination of employment (other than any vested or other rights to which you may be entitled under any other Company employee benefit or compensation plan by reason of your employment with the Company that Employee cannot legally be waived and any right you may have to continued indemnification and coverage under the Company’s applicable directors’ and officers’ liability insurance policy(ies)(recognizing that such indemnification and coverage is not guaranteed by this Letter Agreement and shall be governed by the instrument, if any, providing for such indemnification and coverage)), and in no event shall you be entitled to receive severance pay or benefits beyond the Severance Benefits pursuant Benefits. In the event that the Company terminates your employment prior to Section 4(dthe Termination Date for “Cause” (as defined in the Zoetis Executive Severance Plan) or 4(eyou voluntarily terminate your employment prior to the Termination Date, you will cease receiving base salary payments and any other benefits that you would have received had you continued your employment through the Termination Date, but you will remain eligible for (i) hereofthe Accrued Obligations (as defined in Exhibit B) and any other vested or other rights to which you may be entitled under any other Company employee benefit or compensation plan by reason of your employment with the Company that cannot legally be waived and are not otherwise subject to forfeiture upon a termination for Cause or a voluntary termination, Company and Employee agree (ii) subject to your continued compliance in all material respects with the terms of this Letter Agreement, including your satisfaction of the Release Requirement and your compliance in all material respects with the restrictive covenants set forth or referenced herein, the Severance Benefits. In the event that the following Company terminates your employment prior to the Termination Date without Cause, subject to your continued compliance in all material respects with the terms of this Letter Agreement, including your satisfaction of the Release Requirement and your compliance in all material respects with the restrictive covenants set forth or referenced herein, the Company shall applyprovide you with: (i) "the Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (Dii) continuation during an additional amount equal to the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of base salary payments you would have received between the date of your earlier termination and July 16, 2024, had you remained employed until July 16, 2024, and all references herein to “Termination Date” shall be deemed to be the date on which your employment terminates. To the extent your employment terminates as a result of your death or Disability prior to the scheduled Termination Date, you (or your estate) shall remain entitled to the Severance Benefits, subject to your (or your estate’s) satisfaction of the Release Requirement. In addition, if the Company terminates your employment without Cause before the Advisory Period commences or the Company terminates your consulting services during the Advisory Period for any reason that would not constitute Cause for termination of employment if you were an employee at such time, then, subject to your continued compliance in all material respects with the Period terms of Employmentthis Letter Agreement, provided that including your satisfaction of the Release Requirement (or, if the termination occurs after your satisfaction of the Release Requirement, your execution of a second release agreement substantially in the form attached as Exhibit A and your non-revocation of such insurance coverage release agreement prior to its becoming effective and irrevocable within 30 days following the termination of your consulting services), and your compliance in all material respects with the restrictive covenants set forth or referenced herein, the unpaid portion of the Consulting Fee shall terminate be paid to you in a lump sum within 75 days following the termination of your employment or consulting services. If your employment or the consulting services are terminated for any other reason prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Advisory Period, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company you shall be entitled only to a credit the accrued but unpaid portion of the Consulting Fee, prorated for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part partial month. The Company shall provide you with written notice of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received alleged failure by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect you to any payments or compensation in connection comply with the termination of Employee's employment with Company. Letter Agreement or the restrictive covenants and not less than thirty (v30) Employee agrees that payment of the Severance Benefits maydays to cure, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)if curable.

Severance Benefits. To In exchange for Employee’s execution and non-revocation of this Agreement, Employer agrees to provide Employee with severance (the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "“Severance Benefits" shall mean: ”) consisting of (Aa) a continuation $206,000.00, representing twenty-six (26) weeks (the “Severance Period”) of Employee's then effective ’s base salary as of the Termination Date, to be paid in cash over twenty-six (26) weeks in substantially equal installments in accordance with Employer’s regular payroll practices, with the first installment payable pursuant to Section 3(aon Employer’s first regular pay date following the Effective Date, (b) hereof an additional lump sum of $14,000.00 paid within thirty (30) days following the Effective Date, and (c) during the Severance Period (or until Employee becomes eligible for medical, dental, and vision coverage elsewhere, whichever occurs first, Employer will pay the full premium for Employee’s medical, dental, and vision coverage under COBRA, to the same extent as defined below); (B) if Employee remained an employee, if Employee is qualified for and elects continuing coverage under COBRA and Employer is able to deduct Employee’s share of the payment of any bonus payable from the payments made to Employee pursuant under (a) above. The payments shall be reported as wages to the Employee on IRS Form W-2 and subject to applicable withholding taxes. Employee acknowledges and agrees that she would not otherwise be entitled to the Severance Benefits but for her execution and non-revocation of this Agreement. Employee acknowledges that she must notify Employer of her COBRA election in order to obtain the benefit described in this Section 3(c) hereofand if Employee fails to either elect COBRA coverage and/or notify Employer of said election, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) Employer will have no obligation under this Subsection 3(c). Employee also acknowledges that she must notify Employer if she becomes eligible for medical, dental, and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care vision coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)elsewhere.

Severance Benefits. To the extent that Employee shall be entitled 5. The Company agrees to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that pay you the following shall applyadditional severance benefits: (ia) six hundred thousand dollars ($600,000), less applicable withholdings and deductions (the "Severance Benefits" shall mean: Severance"), which you acknowledge is equal to one and one-half (A1.5) a continuation of Employee's then effective times your base salary as payable pursuant in effect immediately prior to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option PaymentsSeparation Date; and (Db) continuation during each month during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of 18-month period following the date of termination of on which the Period of EmploymentSeparation Date occurs that you have COBRA coverage in effect under the Company’s group health plan, provided that reimbursement for the difference between the monthly COBRA premium paid by you for yourself and your eligible dependents for such insurance COBRA coverage shall terminate and the monthly premium amount paid by you under the Company’s group health plan immediately prior to the expiration of Separation Date (the “Benefit Continuation”) (the Severance Period and the Benefit Continuation are collectively referenced as of the first date that Employee is covered under another employer's health benefit program which provides “Severance Benefits”). The Severance will be paid in substantially equal installment payments over the same level of benefits without exclusion for preone-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled year period following the Separation Date, payable in accordance with the requirements Company’s normal payroll practices, but no less frequently than monthly, which payments in the aggregate are equal to the Severance and which shall begin on the first payroll date on or immediately following the 31st day following the Separation Date. The Benefit Continuation reimbursement will be paid to you by the last day of the Consolidated Omnibus Budget Reconciliation Act month immediately following the month in which you timely remit the premium payment. By signing this Agreement, you acknowledge and agree that the Equity Award Acceleration and the Severance Benefits are conditioned on your signing and not revoking the valid release of 1985claims against the Company set forth in Paragraph 6, that the Equity Award Acceleration and Severance Benefits exceed anything of value to which are entitled from the Company, and that you will not seek anything further from any of the Releasees (defined below). You further agree and confirm that your resignation is not a "Qualified Termination" under the Wingstop Inc. Executive Severance Plan, as amended and restated, effective February 26, 2019 ("COBRASeverance Plan"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be and that you are not entitled to a credit for any amounts paid pursuant to Part Oneadditional compensation, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part benefits or remuneration of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, nature under the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company Plan or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)otherwise.

Severance Benefits. To Notwithstanding the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(dat-will nature of your employment, if (a) or 4(e) hereof, at any time the Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment without Cause (as defined below); , and other than as a result of your death or disability, or (Bb) payment after the first anniversary you resign for Good Reason (as defined below), and provided in each case such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), then in addition to the Accrued Obligations you will be entitled to receive severance in the form of (i) nine (9) months of your then base salary (disregarding any bonus payable decrease that constituted Good Reason), such amount to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder be paid in equal installments over a nine (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (129) month period in which such bonus would be earned; (C) immediate vesting and payment after the Date of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled Termination payable in accordance with the Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the first payroll date following the date the Release becomes effective and irrevocable (as discussed in the following paragraph), (ii) an amount equal to your pro-rated target Bonus for the year, paid on the first payroll date after the Release becomes effective and irrevocable, and (iii) if you were participating in the Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements of under the Consolidated Omnibus Budget Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act of 1985(collectively, as amended ("COBRA"the “Severance Benefits”), . If our employment is terminated by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) your death or 4(e) hereof. (iii) Company shall permanent disability, you or your estate will be entitled to, in addition to a credit the Accrued Obligations, an amount equal to your pro-rated target Bonus for any amounts paid pursuant the year. Such severance benefits are conditional upon (x) your continuing to Part Onecomply with your obligations under your Proprietary Information Agreement, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(By) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject your delivering to the prior execution by the Employee of a Company an effective, general release of claims in favor of the Company in a form provided by reasonably acceptable to the Company prior Company, that does not require you to any such payment and that payment of release your right to the Severance Benefits shall or your right to be consideration for indemnified against third party claims, and does not impose any additional restrictive covenants on your activities following termination, that becomes effective and irrevocable within 60 days following your Date of Termination (the “Release”). In the event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the calendar year in which your termination of employment occurs (whether or not it actually becomes effective and irrevocable in the following year), then any severance payments and benefits under this Agreement that would be considered deferred compensation under Internal Revenue Code Section 409A will be paid on the first payroll date to occur during the calendar year following the calendar year in which such release. (g)termination occurs following the date the Release actually becomes effective and irrevocable.

Severance Benefits. To If at any time during your employment (except during the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that 18 month period following the following shall apply: consummation of a Corporate Transaction (as defined herein)): (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period The Company or any successor terminates your employment without Cause (as defined belowherein); , or if you resign for Good Reason (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Paymentsas defined herein); and (Dii) continuation during in either event, you first sign, date, and deliver to the Company a general release of all known and unknown claims in the form provided to you by the Company, and allow this release to become effective; then you will receive, as your sole severance benefits: • Severance Period pay equal to three (3) months of your base salary in effect as of the termination date, less required deductions and withholdings, paid in one lump sum on the first payroll date following the effective date of the required release; and • Provided that you timely elect continued group health insurance coverage through COBRA, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your termination date for three (3) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first. • Accelerated vesting of any medical/dental care coverage stock options that were granted to you by GRIC on September 29, 2005 (or as converted pursuant to the reasonable equivalent thereofMerger) which Employee is receiving and that are unvested as of the date of termination termination. If within 18 months after the consummation of a Corporate Transaction (as defined herein): (i) The Company or any successor terminates your employment without Cause (as defined herein), or if you resign for Good Reason (as defined herein); and (ii) in either event, you first sign, date, and deliver to the Company a general release of all known and unknown claims in the form provided to you by the Company, and allow this release to become effective, then you will receive, in lieu of the Period severance benefits set forth above and as your sole severance benefits: • Severance pay equal to six (6) months of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period your base salary in effect as of the termination date, less required deductions and withholdings, paid in one lump sum on the first payroll date following the effective date of the required release; • Provided that Employee is covered under another employer's you timely elect continued group health benefit program which provides substantially insurance coverage through COBRA, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of benefits without exclusion your termination date for pre-existing medical conditions. Such six (6) months after your termination or until you become eligible for group health insurance coverage shall be in lieu through a new employer, whichever occurs first; and • Accelerated vesting of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements Company stock options that are unvested as of the Consolidated Omnibus Budget Reconciliation Act date of 1985, as amended ("COBRA"), by reason termination. For purposes of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)this offer letter agreement only:

Severance Benefits. To Notwithstanding the extent foregoing, in the event that Employee shall Sesen Bio terminates your employment without “Cause” or you resign with “Good Reason” (each term as defined below and in either case a “Qualifying Termination”), you will be entitled eligible for the benefits outlined in sub- paragraphs A or B below (the “Severance Benefits”), subject to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyterms set forth in this Letter Agreement: A. If a Qualifying Termination occurs: (i) "Severance Benefits" shall mean: (A) a Sesen Bio will pay you severance in the form of continuation of Employee's your Base Salary for a total of 12 months (“Severance Period”), such amount to be paid in accordance with the Company’s then effective salary current payroll practices, except as payable pursuant to Section 3(a) hereof during otherwise specified in this Letter Agreement, beginning on the Severance Period Company’s first regular payroll date that occurs after the Payment Date (as defined below), and (ii) subject to the terms and conditions provided for in COBRA, and subject to your timely election of COBRA and copayment of premium amounts at the active employee’s rate, the Company shall pay its then current share of premium payments for group health and dental insurance after the termination date through the earliest of (1) your Severance Period as outlined above, (2) the date you become employed with benefits substantially comparable to the benefits provided under the corresponding Company plan, and (3) the date you become ineligible for COBRA benefits; (B) payment of any bonus payable to Employee provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 3(c) hereof6041 of the Internal Revenue Code of 1986, calculated based on as amended (the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company“Code”) and prorated not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. You shall be responsible for any period during the Severance Period that is less than entire COBRA premium should you elect to maintain this coverage after the full earliest of the dates specified in Sections 9.A.(ii)(1)-(3) above. B. If a Qualifying Termination occurs within twelve (12) month period months after a Change in which such bonus would Control Transaction (as defined below), then: (i) you will be earned; (C) immediate vesting eligible for the same severance payments and payment of any Option PaymentsCOBRA premium assistance as set forth in sections 9.A.i-A.ii above, subject to the same terms, conditions, and limitations as described therein; and (Dii) continuation during the Severance Period vesting of any medical/dental care coverage (100% of your then outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or the reasonable equivalent thereof) which Employee is receiving non-forfeitable as of the termination date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months 90 days following the termination date; after such 90-day period, all unvested equity grants will no longer be exercisable. For the sake of the Period clarity, it shall not be a “Qualifying Termination” if you voluntarily resign without Good Reason, your employment terminates For Cause or your employment terminates because of Employment pursuant your death or due to Section 4(d) or 4(e) hereofyour suffering a Disability (as defined below). (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any C. The Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, will be subject to the prior execution by the Employee following terms: i. Solely for purposes of a release of claims in a form provided by the Company prior to any such payment and that payment Section 409A of the Code, each salary continuation payment is considered a separate payment. ii. Any Severance Benefits shall be consideration for such release. (g)Benefit under this Letter Agreement will begin only upon the

Severance Benefits. To If the extent that Employee shall be Company terminates your employment without Cause prior to February 12, 2014, then, although you otherwise would not have been entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of severance benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of from the Company, be subject to the prior execution by the Employee of provided you have signed this Agreement and if you sign and do not revoke a general release and waiver of claims in a form provided by reasonably acceptable to the Company, which shall be substantially in the form attached hereto (the “Second Release”) and satisfy all conditions stated in the Second Release to make such release effective within sixty (60) days following your termination, then, (i) the Company will continue to pay you your base salary through February 12, 2014, (ii) the Company will pay you in a lump sum your 2HFY13 Bonus, to the extent such bonus has not already been paid to you, (iii) you will be entitled to accelerated vesting of your outstanding equity awards as though you had remained employed with the Company through February 12, 2014, and (iv) the Company will reimburse you for the number of full months of COBRA premiums that you will incur up to and through February 12, 2014; provided you timely elect COBRA continuation coverage and the Company determines that such reimbursement would not violate applicable law (including, without limitation, Section 2716 of the Public Health Service Act). If the Company reasonably believes that providing such COBRA reimbursement would violate applicable law, it will, in lieu of such reimbursement provide you with a taxable lump sum payment equal to the cost of such COBRA premiums. Following your termination of employment, you will not be eligible for employee benefits, including participation in the ESPP and the Company’s 401(k) Plan. Any severance benefits that otherwise would have been provided to you during this sixty (60) day period will be provided once the Second Release is delivered by you and is effective. For clarity, if you voluntarily resign your employment or the Company terminates your employment for Cause prior to February 12, 2014, you will not be entitled to any such payment and that payment of the Severance Benefits shall be consideration for such releaseseverance benefits set forth in this paragraph. (g)For purposes of this Agreement, “Cause” will have the meaning set forth in your Employment Agreement.

Severance Benefits. To In connection with your termination of employment, and in consideration for (i) your service to the Company and its affiliates through the Separation Date, (ii) your compliance with the terms of this Letter Agreement and all other restrictive covenants applicable to you, and (iii) your satisfaction of the requirement to sign the Confidential Enhanced Transition Agreement, Release, and Waiver of All Claims substantially in the form attached hereto as Exhibit A (the “Release Agreement”) on or following the Separation Date, and your non-revocation of the Release Agreement prior to its becoming effective and Internal Use irrevocable within the time period set forth therein (the “Release Requirement”), you shall be eligible for Enhanced Transition Pay under the Company’s Transition Pay Plan, as amended, and the other certain severance benefits as set forth under the heading “Severance Benefits” on the Schedule of Entitlements attached to the Release Agreement (collectively, the “Severance Benefits”). You understand that if the Release Requirement is not satisfied, you will not be eligible to receive the Severance Benefits. The Company agrees and acknowledges that, unless your employment is terminated by the Company for Cause (as defined in the Company’s Amended and Restated 2018 Long-Term Incentive Plan), your termination of employment on the Separation Date will be treated and qualified as a “Normal Retirement” for purposes of your outstanding equity and equity-based awards with respect to shares of the Company’s common stock (the “Equity Award Treatment”). The Severance Benefits and the Equity Award Treatment shall be in full satisfaction of the obligations of the Company and its affiliates to you under this Letter Agreement, the Transition Pay Plan and any other plan, agreement, policy or arrangement of the Company and its affiliates upon your termination of employment, including the Executive Agreement between you and the Company, dated August 16, 2016 (the “Executive Agreement”), and the Retention Letter between you and the Company, dated June 9, 2016 (the “Retention Letter”), other than any vested benefits (including your benefit under the FirstMerit SERP and the Retention Amount as provided in the Retention Letter) and other rights to which you may be entitled under any other Company employee benefit plan by reason of your employment with the Company that cannot legally be waived. Except as otherwise required by applicable law, your participation under any Company employee benefit plans and programs will cease as of the Separation Date, and your rights under any such plan or program shall be governed by the terms and conditions of those plans and programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason to the extent that Employee permitted by law. In no event shall you be entitled to receive severance pay or termination benefits beyond the Severance Benefits pursuant to Section 4(d) or 4(e) hereof, and the Equity Award Treatment. Nothing in this Letter Agreement shall prohibit the Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate from terminating your employment prior to the expiration of Separation Date for Cause or you from voluntarily terminating your employment prior to the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage Separation Date; provided that, in each such case, you shall be in lieu of eligible only for any other continued health care coverage accrued but unpaid annual base salary due for the period you worked to which Employee or his dependents would otherwise be entitled the extent not theretofore paid, any business expenses incurred by you in accordance with the requirements applicable Company policy that have not been reimbursed by the Company as of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), your termination date and any other vested benefits or other rights to which you may be entitled under any other Company employee benefit plan by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection your employment with the termination of Employee's employment with Company. (v) Employee agrees Company that payment of the Severance Benefits maycannot legally be waived, in the discretion of the Company, be and which are not otherwise subject to the prior execution by the Employee of forfeiture upon a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration termination for such release. (g)Cause.

Severance Benefits. To In exchange for the extent promises you make in this Agreement, the Company covenants and agrees to pay you severance compensation in the lump sum amount of Two Million One Hundred Thousand and no/100 Dollars ($2,100,000) (the “Severance Compensation”). The Company’s payment of this Severance Compensation is made in connection with the severance of services and is subject to applicable federal, state, and local taxes and withholding. The Company and Xxxxxx agree to file all tax returns consistent with the agreement that Employee shall be entitled such payment is made in connection with the severance of services. This Severance Compensation is above and beyond any compensation owed to receive Severance Benefits pursuant to Section 4(dyou separate and apart from this Agreement, whether in connection with your employment with the Company, your arrangement with Xxxx, Xxxxxx or any Other Party Releasee (defined below) or 4(e) hereofotherwise. You will also receive continued paid medical and dental coverage for you and your dependents, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant at no cost to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereofyou, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”) for 18 month(s) in the amount of $1,014.00 per month, provided that you make a valid COBRA election. In the event you become eligible for coverage as amended a participant or beneficiary in an employee welfare benefit plan of another company at any time during the 18 month period following execution of this Agreement, the Company's obligation to pay monthly COBRA premiums for you shall cease. You agree to notify the Company immediately upon becoming eligible to participate ("COBRA")as participant or beneficiary) in another company's benefit plan. Employee welfare benefit plan as used herein includes but is not limited to benefit plans providing coverage for medical, by reason of Employee's termination of employmentdental, and other healthcare related expenses. (ii) "You acknowledge that this Severance Period" shall mean a period of twenty-four (24) months Compensation and continued medical and dental coverage are in addition to any monies or benefits to which you were already entitled. The Severance Compensation will be paid to you on the first business day following the termination expiration of the Period seven day (7) revocation period for this Agreement described in Paragraph 7c. below (but only if you do not revoke the Agreement during this period). The continuation of Employment pursuant to Section 4(dyour medical and dental coverage on the terms described above is also contingent on your not revoking this Agreement during the seven (7) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)day revocation period.

Severance Benefits. To In the extent that Employee event of a Severance Event, the Company shall be entitled pay you severance equal to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyfollowing: (i) an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability and health insurance plans, as described further below (the "Severance Benefits" "). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall meanimmediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (Aa) a continuation period of Employee's then effective salary as payable pursuant 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to Section 3(a2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within two (2) hereof during business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Period Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as defined belowyou elect: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (Bii) payment an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of any bonus payable the premium that represents coverage equal to Employee pursuant to Section 3(c) hereof, calculated based on your coverage under the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving group life insurance plan as of the date of termination this Amendment, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the Period of Employmentfollowing, provided as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that such you may currently have in place; or (iii) a new personal long-term disability insurance coverage shall terminate prior to policy obtained through other than the expiration Company's insurance policy. The -2- Company will pay only that pro-rated portion of the Severance Period premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first date paragraph of this letter, that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits is, a severance without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage "Cause", are intended to which Employee or his dependents would otherwise be entitled in accordance comply with the requirements exemption from Section 409A of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the "COBRACode"), by reason of Employee's for involuntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, with respect to severance without "Cause" and notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment. employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) "Severance Period" the amount payable to you hereunder in such event shall mean not exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a period of twenty-four (24) months following the termination of the Period of Employment qualified plan pursuant to Section 4(d401(a)(17) or 4(e) hereof. of the Code for such year, and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs. The Company shall be entitled to a credit for indemnify you and hold you harmless, on an after-tax basis, from any amounts paid pursuant to Part Onetaxes, Paragraph 1 costs, expenses, penalties, fines, interest or other liabilities that result from the application of Section 409A of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation Code in connection with payments you receive under this Amendment, as long as you have complied with the termination terms of Employee's employment with Companythis Amendment. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any Any such payment and that payment of the Severance Benefits payments made under this Section shall be consideration for such release. (g)made on a grossed-up basis.

Severance Benefits. To In the extent that Employee shall be entitled event of the termination of Executive’s employment without Cause or Executive’s resignation for Good Reason, and in each case such termination results in a “separation from service” with the Company within the meaning of Treasury Regulations Section 1.409A-1(h) (without regard to receive Severance Benefits pursuant to Section 4(dany permissible alternative definition thereunder) or 4(e(an “Involuntary Termination”) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full within twelve (12) month period months immediately following the effective date of a Change in which such bonus would be earnedControl, in lieu of the Severance Benefits provided in Sections 5.2 and 5.4 herein, Executive will receive the following benefits (the “Change in Control Benefits”): (i) a lump sum cash severance payment equal to six (6) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (Cii) immediate vesting a lump sum cash severance payment equal to one-half (1/2) times Executive’s annual target bonus potential, less applicable withholdings and payment of any Option Paymentsdeductions; and (Diii) continuation during if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Severance Period of any medical/dental care Company will pay Executive’s COBRA premiums sufficient to maintain her group health insurance coverage (or the reasonable equivalent thereof) which Employee is receiving in effect as of the date of termination of the Period of EmploymentInvoluntary Termination for twelve (12) months following the Involuntary Termination, provided that such the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage shall terminate prior through a new employer; (iv) Executive will have the ability to exercise any vested stock options (including the Option) granted to Executive by the Company until thirty-six (36) months following the date of the Involuntary Termination or the expiration of the Severance Period as term of any such option, whichever occurs earlier; and (v) the vesting of all of Executive’s outstanding equity awards (including the Option) shall be accelerated so that they vest in full and the Company’s right to repurchase any earlier exercised shares, if applicable, shall lapse. As a condition precedent to Executive’s receipt of the first Change in Control Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6 within sixty (60) days following the date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's her termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following Notwithstanding the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part Oneforegoing, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of if the Company, be subject in its sole and absolute discretion, determines that it cannot provide the foregoing subsidy of COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall instead provide to Executive a taxable monthly payment in an amount equal to the prior execution by monthly COBRA premium that Executive otherwise would be required to pay to continue group health coverage, which payment shall be made regardless of whether Executive elects COBRA continuation coverage and shall end on the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment earlier of the Severance Benefits shall be consideration for such release. date upon which Executive obtains other employment and the last day of the twelfth (g)12th) calendar month following termination.

Severance Benefits. To Within 30 days after the Separation Date, the Company will pay to you a lump sum in cash (subject to applicable tax withholding) in an amount equal to your earned but unpaid Base Salary (as defined in the Employment Agreement) and any accrued but unused paid time off for the 2020 calendar year through the Separation Date, to the extent that Employee shall not already paid in accordance with Company policy (the “Accrued Earnings”). Your outstanding equity awards under the DDR Corp. 2012 Equity and Incentive Compensation Plan (the “2012 Plan”) and the DDR Corp. 2019 Equity and Incentive Compensation Plan (the “2019 Plan,” and, together with the 2012 Plan, the “Equity Plans”) will be treated as provided in the applicable Equity Plans and award agreements, as described on Exhibit A attached hereto (the “Equity Treatment”). You will also be entitled to any accrued vested benefits under any other benefit plans, programs or arrangements of the Company or its appropriate affiliate (including any vested benefits under the Company's qualified and nonqualified retirement plans), subject to the terms of such plans, programs or arrangements (the “Accrued Benefits,” and, together with the Accrued Earnings, the “Accrued Obligations”). In consideration for you (a) signing this Separation Agreement, and (b) signing, no earlier than the Separation Date and no later than 60 days following the Separation Date, a general waiver and release of claims, substantially in the form attached hereto as Exhibit B (the “Release”), and letting the Release become effective as set forth in the Release, (I) for purposes of your Employment Agreement and this Separation Agreement, your separation from the Company will be deemed a termination of your employment by the Company without Cause (as defined in the Employment Agreement), and (II) you will receive the payments and benefits as specified on Exhibit C attached hereto, all subject to applicable tax withholding (the “Severance Benefits”). The Accrued Obligations, the Equity Treatment, and the Severance Benefits pursuant to Section 4(d) or 4(e) hereofwill be in full satisfaction of any amounts due under the Employment Agreement, Company the Equity Plans, and Employee other compensation arrangements of the Company. You acknowledge and agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) Benefits do not constitute a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents you would otherwise be entitled in accordance as a result of your employment with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, that the Severance Benefits shall would not be received by Employee in lieu of any other right Employee may have under applicable lawdue unless you sign the Release, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees and that payment of the Severance Benefits mayconstitute fair and adequate consideration for your promises and covenants set forth in this Separation Agreement and the Release. You hereby agree and acknowledge that none of the actions and terminations described in this Agreement, including termination from your position as Executive Vice President and Chief Operating Officer of the Company effective as of the Effective Date, will trigger any rights for you to terminate your employment with the Company under the Employment Agreement for “Good Reason,” as described in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Employment Agreement.

Severance Benefits. To (a) If at any time prior to December 31, 2008, ProAssurance terminates the extent employment of Bxxxxx for any reason other than Cause, death, Disability or Retirement, or if Bxxxxx terminates his employment with ProAssurance for Good Reason, and Bxxxxx, within sixty (60) days after the Date of Termination, signs the release form that Employee is attached to this Agreement as Exhibit A (the "Release”), Bxxxxx shall receive an amount equal to a sum of the amounts that would otherwise be payable hereunder as Base Salary during the period commencing on the Date of Termination and ending on December 31, 2008 (the “Severance Benefits”). Subject to the delivery of the executed Release by Bxxxxx, the Sxxxxxxxx Benefits shall be entitled to receive paid by continuing the payment of Bxxxxx’ Base Salary in each payroll period through December 31, 2008, except that payment of Severance Benefits pursuant shall be deferred until seven (7) days after the execution of the Release at which time any deferred amounts shall be paid. Notwithstanding anything herein it to Section 4(d) or 4(e) hereofthe contrary, Company and Employee agree that the following unpaid Severance Benefits shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (be subject to attainment termination under provisions of Section 7.2 hereof in the event Bxxxxx should violate the covenant set forth therein and unpaid Severance Benefits shall be payable in lump sum by Company ProAssurance on termination of any objective financial or performance standards applicable to Companythis Agreement by Bxxxxx for Good Reason as a result of a Change of Control seven (7) and prorated for any period during days after the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as execution of the date Release. ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if Bxxxxx is a “specified employee” within the meaning of termination Section 409A(a)(2)(B)(i) of the Period Internal Revenue Code of Employment1986, provided as amended, the payment schedule for Severance Benefits shall be modified or adjusted to provide that such insurance coverage no payments shall terminate prior to be made until the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended six ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (246) months following the termination Date of Termination. In the event payments are so delayed, a lump sum payment of the Period of Employment pursuant accumulated unpaid amounts attributable to Section 4(dthe six (6) or 4(e) hereof. (iii) Company month period shall be entitled made to a credit for any amounts paid pursuant to Part One, Paragraph 1 Bxxxxx on the first day of the Change seventh month following the Date of Control Agreement for any amounts payable pursuant Termination. This six month delay shall not apply to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunderwhich are not subject to the requirements of Code Section 409A by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and imitations of the regulations under the above referenced Code section. (iv) Except as provided in Section 6 below, In no event shall the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment aggregate amount of the Severance Benefits may, in the discretion be reduced as a result of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)modification or adjustment.

Severance Benefits. To In the extent that Employee event of termination of your employment by the Company other than for Cause under Section 3(b)(ii) hereof or in the event, following a Change of Control, you terminate your employment for good reason in accordance with Section 3(d) of this Agreement, the Company, in addition to Final Compensation, shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that provide you the following shall apply: (in the aggregate, the “Severance Benefits”): (i) "Severance Benefits" shall mean: (A) a continuation the Company will pay you, as severance pay, your base salary for the period of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of months from the date of termination termination; (ii) the Company will continue to contribute to the premium cost of your participation and that of your eligible dependents in the Company’s group health and dental plans until the expiration of the Period period of Employmenttwelve (12) months immediately following the date your employment terminates or until the date you become eligible for coverage under the health or dental plan of another employer, whichever occurs first, provided that you are eligible and elect to continue such insurance coverage shall terminate participation under the federal law generally known as COBRA or other applicable law and under plan terms; that you pay the remainder of the premium cost by payroll deduction; and that you notify the Company promptly if you become eligible for participation in the health or dental plan of another employer prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended twelve ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (2412) months following the termination of your employment with the Period of Employment pursuant to Section 4(d) or 4(e) hereof. Company; (iii) the Company shall be entitled to a credit will pay you an Annual Bonus for any amounts paid pursuant to Part Onethe fiscal year in which the termination of your employment occurs, Paragraph 1 determined by multiplying the Annual Bonus you would have received had you continued employment through the last day of that fiscal year (based on your actual performance and that of the Change Company for such fiscal year) by a fraction, the numerator of Control Agreement for any amounts which is the number of days you were employed during the fiscal year, through the date your employment terminated, and the denominator of which is 365 (a “Final Pro-Rated Bonus”), which Final Pro-Rated Bonus will be payable pursuant on the later to Paragraph (i)(A) occur of the date annual bonuses are paid to Company executives generally and (i)(B) above as part the date the first installment of any Severance Benefits payable severance pay is due to you hereunder. ; and (iv) Except as provided any stock options granted you by the Company during your employment that have vested, but remain unexercised on the date your employment terminates may be exercised by you at any time from the effective date of the Employee Release (defined below) until the later of the last day of the calendar year in Section 6 belowwhich your employment terminates or that date which is ninety (90) days following the date on which your employment terminates (or the 10th anniversary of the grant date of such option, if earlier). Such stock options shall otherwise be governed by the applicable stock option plan and by any other agreements or requirements applicable to the stock options. Any obligation of the Company to provide you the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable lawis conditioned, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits mayhowever, in the discretion of the Company, be subject to the prior execution by the Employee of on your signing a timely and effective release of claims in a the form provided attached to this Agreement as Exhibit A (the “Employee Release”) and on your continued full compliance with your obligations under the agreement captioned “Agreement With Respect To Competition and Solicitation of Customers” which you signed on January 30, 2003 (the “Non-Competition Agreement”) and the agreement captioned “Confidentiality, Non-Disclosure and Non-Circumvention Agreement” which you signed on September 27, 1999 (the “Confidentiality Agreement”). All severance pay will be in the form of salary continuation payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five (5) business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by you, is received by the Company prior to any such payment and that payment of the Severance Benefits Company, but shall be consideration for such releaseretroactive to the day immediately following the date your employment terminates. (g)The Employee Release creates legally binding obligations and the Company advises you to seek the advice of an attorney before signing it.

Severance Benefits. 1. If, at any time, (i) the Company terminates your employment without Cause, other than as a result of your death or disability or (ii) you terminate your employment for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (the “Severance Benefits”): (i) twelve (12) months of your base salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings This payment shall be made in a lump sum payment and shall be directly deposited into Employee’s account on record with the Company’s payroll department, or if there is no account on record, shall be made via a check made out to “Xxxx Xxxxxxx” and mailed to Employee at Employee’s last known address in the Company’s records. This payment shall be paid on or about 60 days following the Termination Date; (ii) one hundred (100%) of your target Annual Bonus, paid on or about 60 days following the Termination Date; and (iii) if you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay the COBRA premiums necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents on the termination date for the first twelve (12) months of such coverage (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). Your receipt of the Severance Benefits is conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement; and (b) your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an effective, general release of all known and unknown claims in favor of Bioventus. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision. After the Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (within the meaning of Section 409A) as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” (as determined under Section 409A) and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A) and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that Employee any reimbursements are taxable to you, any such reimbursement payment due to you shall be entitled paid to receive Severance Benefits pursuant to Section 4(d) you on or 4(e) hereof, Company and Employee agree that before the last day of the calendar year following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on taxable year in which the full Company bonus payable thereunder (related expense was incurred. The reimbursements are not subject to attainment by Company liquidation or exchange for another benefit and the amount of any objective financial or performance standards applicable to Company) and prorated for any period during such reimbursements that you receive in one taxable year shall not affect the Severance Period amount of such reimbursements that is less than the full twelve (12) month period you receive in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)taxable year.

Severance Benefits. To In addition, under the extent that Employee shall be entitled terms and conditions as detailed below, the Company will provide you additional payments and benefits, which you acknowledge are payments and benefits to which you are otherwise not entitled, if you sign and submit the release contained in Exhibit A (the “Release”) (within the required time period described in the “Decision Period” section below) and do not thereafter revoke it. Please carefully read and consider the provisions of this Agreement. If you do not sign the Release within the required time period, or if you later revoke the Release, you will not receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofthe additional payments and benefits described below. The Release contained in Exhibit A hereto is an integral part of this Agreement. For purposes of clarity, Company and Employee agree you should understand that the payments and benefits provided under this section of this Agreement are contingent upon executing of a release in the form of Exhibit A. In exchange for your timely execution of the Release, and allowing such Release to become effective without thereafter revoking it, the Company will provide you the following shall apply: (i) "the “Severance Benefits" shall mean: (A) ”): · The Company will provide you with a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) lump sum payment of any bonus payable $300,000 which is equal to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full approximately twelve (12) month period months of your current regular base pay (the “Severance Payment”). The Severance Payment will be reduced by required withholdings and deductions. In addition, to the extent allowed under the law, the Severance Payment will be further reduced by any amount that you are obligated to pay to (1) the Company pursuant to any relevant Company policy (as to which no amounts are owed) and/or (2) to any third party pursuant to the terms of the Company Corporate Card Program, if applicable. Your Severance Payment will be paid to you in which such bonus would be earned; a lump sum six (C6) immediate vesting months following your Separation Date, provided that you have signed the Release and did not revoke it. As your active service as an employee will end on your Separation Date, this payment is not eligible for deferrals in the Company’s 401(k) plan. · The Company will provide you with a lump sum payment of any Option Payments; $313.20 which is equal to twelve (12) months of the basic life insurance and AD&D premium applicable to Executive’s basic life insurance coverage immediately prior to the Separation Date. It will be paid within 30 days after your Separation Date. You may at your option convert your basic life insurance coverage to an individual policy after the Separation Date by completing the forms required by the Company for this purpose. · The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of your Annual Bonus (Dprorated based on the period from January 1 through the Separation Date) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as within 30 days of the date the Company pays annual bonuses, if any, under the 2012 Rosetta Stone Executive Bonus Plan, using the same percentage attainment of termination target bonus as applies to the other non-sales executive officers who remain employed with the Company. · Upon separation you will have the opportunity to continue your current health benefits coverage under Company’s group health plans through COBRA. If you timely elect to enroll to continue such coverage under COBRA, the Company shall pay for up to twelve (12) months, on an after tax basis, at the same coverage levels (including covered dependents, if applicable) and premiums costs as in effect on your Separation Date. Following the twelve (12) months of coverage, you will be responsible for all future premium payments should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the Company shall not be obligated to pay any portion of the Period premiums provided hereunder for periods after you become eligible for such other coverage or your COBRA coverage terminates. · The Company shall provide the services of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985a professional outplacement and counseling firm, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided designated by the Company prior and at its expense, for twelve (12) months to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)assist you in securing other employment following your Separation Date.

Severance Benefits. To (a) You shall continue to be eligible for benefits under the extent that Employee shall Company’s Executive Severance Plan (which provides benefits in the event of a qualifying termination of your employment in connection with a Change in Control, as defined therein). In addition, if (i) the Company involuntarily terminates your employment for any reason other than death, disability or Good Cause or you resign from the Company’s employ for Good Reason and (ii) you are not entitled to benefits under the Executive Severance Plan in connection with such termination of your employment, you will be entitled to receive Severance Benefits the following contractual severance benefits pursuant to this amended and restated agreement: • Cash severance equal to three and nine-tenths (3.9) times your annual rate of Base Salary (at the level in effect at the time of such termination of employment or at such higher level as was in effect at any time during the immediately preceding twelve months), payable in a single lump sum on the first business day of the first calendar month, within the sixty (60) day period measured from the date you incur a Separation from Service by reason of such termination of employment, that is coincident with or next following the date on which your required release under Section 11(b) below first becomes effective following the expiration of any applicable revocation period. In no event, however, shall such lump sum payment be made later than the last day of such sixty (60)-day period on which the release is so effective, unless a further deferral is required pursuant to Section 4(d) or 4(e) hereof, Company 12 of this restated agreement. • Provided you and Employee agree that your spouse and eligible dependents elect to continue medical care coverage under the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable Company’s group health care plans pursuant to Section 3(athe applicable COBRA provisions, the Company will reimburse you for the costs you incur to obtain such continued coverage for yourself, your spouse and your eligible dependents (collectively, the “Coverage Costs”) hereof during until the Severance Period earlier of (as defined below); (Bx) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as end of the thirty-six (36)-month period measured from the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of your employment terminates or (y) the first date that Employee is on which you are covered under another employer's ’s health benefit program which provides substantially the same level of benefits without exclusion for any pre-existing medical conditionscondition. Such During the period for which your COBRA coverage rights are in effect, such coverage shall be in lieu obtained under the Company’s group health care plans. For the period (if any) following the completion of such COBRA coverage and continuing through the completion of the limited period for which medical care coverage is to be provided you hereunder, such coverage shall continue under the Company’s group health plans or pursuant to one or more other plans or insurance policies providing equivalent coverage. In order to obtain reimbursement for your Coverage Costs under each applicable plan or policy, you must submit appropriate evidence to the Company of each periodic payment of your Coverage Costs within one hundred twenty (120) days after the required payment date for those Coverage Costs, and the Company shall within thirty (30) days after such submission reimburse you for that payment. To the extent you incur any other continued health medical care expenses reimbursable pursuant to the coverage obtained in accordance herewith, you shall submit appropriate evidence of each such expense to the plan administrator within one hundred twenty (120) days after incurrence of that expense and shall receive reimbursement of the documented expense within thirty (30) days after such submission or after any additional period that may be required to perfect the claim. During the period such medical care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any other calendar year for which such reimbursement is to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. provided hereunder; (ii) "Severance Period" no Coverage Costs or other medical care expenses shall mean a period be reimbursed after the close of twenty-four (24) months the calendar year following the termination of the Period of Employment pursuant to Section 4(d) calendar year in which those Coverage Costs or 4(e) hereof. expenses were incurred; and (iii) your right to the reimbursement of such Coverage Costs or other medical care expenses cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs or other medical care expenses are treated as taxable income to you, the Company shall be entitled to a credit for any amounts paid pursuant to Part Onereport the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, Paragraph 1 of and the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits resulting tax liability shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)your sole responsibility.

Severance Benefits. To 4.6.1. Provided that, the extent that Employee shall Executive executes and delivers to the Company a general release of claims in the Company’s standard form (the “Release”) within 60 days following the effective date of termination (which Release will be entitled delivered by the Company to receive Severance Benefits pursuant to Section 4(dthe Executive no later than 5 days following the effective date of the termination of the Executive’s employment) and the Executive does not revoke the Release within the period of time permitted by the Release, then, effective with the first pay period occurring on or 4(e) hereofafter the 61st day following the effective date of the Executive's termination of employment, Company and Employee agree that shall pay to the Executive an amount equal to one year of the Executive’s Base Salary then in effect (the “Severance Benefit”) payable over a one-year period on the Company’s standard pay schedule. In addition, provided the Executive executes the Release, the Company shall, for twelve (12) months following shall apply: such termination, (i) "Severance Benefits" reimburse the Executive for his reasonable costs of medical and dental coverage (if any) as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage (if any), and (iii) reimburse the Executive for all other benefits granted to the Executive in this Agreement, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall mean: (A) a continuation be provided to senior corporate officers of Employee's then effective salary as payable pursuant the Company in lieu of such benefits from time to Section 3(a) hereof time during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment period), on the same basis, including the Company’s payment of any Option Payments; premiums and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Internal Revenue Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s date of termination of the Period employment. The amount of Employmentexpenses eligible for reimbursement, provided that such insurance coverage shall terminate prior to the expiration or in-kind benefits provided, during a taxable year of the Severance Period Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, if as of the first effective date of termination, the Executive constitutes a “specified employee” (as such term is defined under Section 409A of the Code (hereinafter “Section 409A”)), the Company shall instead pay the Severance Benefit to Executive in one lump sum payment on the date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended six ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (246) months and one (1) day following the effective date of the termination of the Period Executive's employment. Payment of Employment pursuant the Severance Benefit will in all cases be subject to Section 4(d) or 4(e) hereofall applicable withholding. (iii) Company Apart from any severance benefit, Executive shall receive any accrued and unpaid Annual Bonus for the calendar year fully completed prior to the date of Executive’s termination. Under this section, Executive shall not be entitled to a credit receive any portion of Executive’s Annual Bonus for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided calendar year in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with which the termination occurs. For avoidance of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits maydoubt, in the discretion of event the CompanyExecutive does not execute the Release, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits Executive shall be consideration for such release. (g)free to pursue any claim of wrongful termination or other claim available to him.

Severance Benefits. To Although the extent that Employee shall Company expressly reserves the right to terminate your employment at any time and for any reason, should your employment with the Company be terminated by the Company other than for Cause, by you for Good Reason or on account of your death or permanent disability, you will be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: severance consisting of (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) continued payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company your base salary for a period of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period months in accordance with the Company’s normal payroll procedure and (ii) should you timely elect to continue healthcare coverage through COBRA, twelve (12) months reimbursement of the amount by which your COBRA premium exceeds the premium paid by the Company’s active employees for similar coverage, payable monthly. The foregoing severance is conditioned upon your compliance with your continuing obligations to the Company (as detailed in the attached Intellectual Property, Non-Disclosure, and Non-Solicitation Agreement (the “Non-Disclosure Agreement”)), your resignation or termination from all positions you then hold with Holdings, the Company and any of their subsidiaries, and your execution of the Company’s standard form of release agreement not later than forty-five (45) days following your termination date (in which such bonus would be earned; you release any and all known and unknown claims you may have against the Company and Its affiliates). Further, to the extent that any of the severance benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (C) immediate vesting and the “Code”), any payment of any Option Payments; and (D) continuation during the Severance Period amount or provision of any medical/dental care coverage benefit otherwise scheduled to occur prior to the sixtieth (6th) day following the date your termination of employment hereunder, but for the condition on executing the form of release as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day. In addition, the payment (or commencement of a series of payments) hereunder of any such “nonqualified deferred compensation” (within the reasonable equivalent thereofmeaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1 (h), at which Employee is receiving time such nonqualified deferred compensation (calculated as of the date of your termination of employment hereunder) shall be paid (or commence to be paid) to you on the Period schedule set forth herein as if you had undergone such termination of Employment, provided that such insurance coverage employment (under the same circumstances) on the date of your ultimate “separation from service.” Each installment described in this section (and all other payments to be made in installments as a result of this Letter Agreement) shall terminate prior be deemed to the expiration be a separate payment for purposes of Section 409A of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Code.

Severance Benefits. To Although the extent that Employee shall be entitled Company expressly reserves the right to receive Severance Benefits pursuant to Section 4(d) terminate your employment at any time, with or 4(e) hereofwithout cause or advance notice and for any reason, if your employment with the Company and Employee agree that is terminated by the following shall apply: Company (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period other than for Cause (as defined below); , or as a result of your death or permanent disability) (Ba “Qualifying Termination”), the Company will (i) payment pay you the sum of any (x) 50% of your base annual salary as m effect at the time of such termination and (y) 50% of your target annual bonus payable for the fiscal year in which such termination occurs (or, if no target annual bonus has been set for such fiscal year, your target annual bonus for the fiscal year prior to Employee pursuant to Section 3(c) hereofthe fiscal year in which such termination occurs), calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period in equal installments during the Severance Period that is less than the full twelve six (126) month period following the date of such termination, payable in which such bonus would be earned; accordance with the Company’s regular payroll practices beginning with the first regular payroll date following your last date of employment (Cthe “Cash Severance”) immediate vesting and payment of any Option Payments; and (Dii) continuation if the Time-Vested Units are expressly assumed in a Sale Transaction and the Qualifying Termination occurs during the Severance Period one (1) year period following the occurrence of any medical/dental care coverage (or such Sale Transaction, 50% of the reasonable equivalent thereof) which Employee is receiving then-unvested outstanding Time-Vested Units granted to you shall immediately vest and become exercisable as of the date of termination of such Qualifying Termination (collectively, the Period of Employment, provided that such insurance coverage shall terminate prior “Severance Benefits”). Notwithstanding any provision herein to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowcontrary, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company payment or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment provision of the Severance Benefits shall be consideration conditioned upon (A) your execution, delivery to the Company, and non-revocation of a general release in favor of the Company and its affiliates (in a form satisfactory to the Company) within twenty-one (21) days (or in the event of that such termination is “in connection with an exit incentive or other employment termination program,” forty-five (45) days) following the date of termination and your non-revocation of such release during applicable revocation period, and (B) your continued compliance with the terms of the Proprietary Information Agreement (referenced below). If your date of termination and the last day of the applicable revocation period could fall in two (2) separate taxable years, regardless of when you actually execute the release, the Cash Severance payments will not commence until the later taxable year. Each installment described in this paragraph (and all other payments to be made in installments as a result of this letter) shall be deemed to be a separate payment for such releasepurposes of Section 409A of the Internal Revenue Code of 1986 as the same may be amended from time to time. The Severance Benefits are your sole and exclusive remedy if your employment with the Company is terminated by the Company (g)other than for Cause, or by reason of your death or permanent disability) and shall immediately cease should you fail to comply with the terms of the Proprietary Information Agreement.

Severance Benefits. 1. If, at any time, (i) the Company terminates your employment without Cause, other than as a result of your death or disability or (ii) you terminate your employment for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (the “Severance Benefits”): (i) twelve (12) months of your base salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings This payment shall be made in a lump sum payment and shall be directly deposited into Employee’s account on record with the Company’s payroll department, or if there is no account on record, shall be made via a check made out to “Xxxxxxxxxx Xxxxxxx” and mailed to Employee at Employee’s last known address in the Company’s records. This payment shall be paid on or about 60 days following the Termination Date; (ii) one hundred (100%) of your target Annual Bonus, paid on or about 60 days following the Termination Date (iii) If you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay the COBRA premiums necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents on the termination date for the first twelve (12) months of such coverage (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). Your receipt of the Severance Benefits is conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement; and (b) your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an effective, general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision. After the Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (within the meaning of Section 409A) as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” (as determined under Section 409A) and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A) and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that Employee any reimbursements are taxable to you, any such reimbursement payment due to you shall be entitled paid to receive Severance Benefits pursuant to Section 4(d) you on or 4(e) hereof, Company and Employee agree that before the last day of the calendar year following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on taxable year in which the full Company bonus payable thereunder (related expense was incurred. The reimbursements are not subject to attainment by Company liquidation or exchange for another benefit and the amount of any objective financial or performance standards applicable to Company) and prorated for any period during such reimbursements that you receive in one taxable year shall not affect the Severance Period amount of such reimbursements that is less than the full twelve (12) month period you receive in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)taxable year.

Severance Benefits. To the extent that Employee shall be entitled If prior to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofJune 30, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period 2009, your employment is terminated without Cause (as defined belowin the Offer Letter) or you resign for good reason (as defined in the Offer Letter); , then you will be eligible to receive severance pay equal to 12 months of your base salary, notwithstanding any contrary provision in the Company’s Senior Executive Severance Plan. “Base salary” for this purposes will equal $262,000 (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period your annualized base salary as in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate effect prior to the expiration modifications described in this letter). You will be able to receive this severance pay regardless whether you find other employment during that time and no amounts of replacement income will be set off. The Company will require any successor to assume its obligations in this letter or will remain obligated after any sale. In addition, you would also be eligible for up to 12 months of outplacement assistance, and the Severance Period as Company will pay the regular employer portion toward continued coverage for you, your spouse and dependent children under the Company’s group health, dental and basic life insurance plans for up to 12 months. After that time, you must pay the entire cost of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditionscontinuation coverage if you wish to continue coverage. Such To receive this continuation coverage shall be in lieu of any other continued health care benefit, you must elect continuation coverage to which Employee or his dependents would otherwise be entitled in accordance with the documents you receive. If you are not eligible for continuation coverage at the time of termination or if you do not properly elect continuation coverage, you will not receive any payments in lieu of this subsidized continuation coverage. If you lose eligibility for COBRA or other continuation coverage, as described in the COBRA documents you will receive, the Company will stop paying its portion of the premiums for your continuation coverage. Due to the reduction in your base salary, a resignation by you prior to June 30, 2009, would generally qualify as a good reason termination (as defined in the Offer Letter). Please note, however, that to satisfy the requirements of the Consolidated Omnibus Budget Reconciliation Act Senior Executive Severance Plan and Internal Revenue Code section 409A, you must provide Capella with a 30-day notice of 1985your intent to terminate for good reason, as amended so if you wish to exercise such right, notice should be given to Capella not later than May 31, 2009. If you provide such notice between May 27, 2009 and May 29, 2009 ("COBRA"last business day preceding May 31, 2009), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company it will not terminate your employment prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)June 30, 2009.

Severance Benefits. To In the extent that Employee shall event of your termination by the Company without Cause (as defined in the Change in Control Plan as of the Start Date) or you resign for Good Reason (as defined in the Change of Control Plan as of the Start Date but subject to the final sentence of this paragraph) prior to a Change in Control of the Company, you will be entitled to receive cash severance payments totaling (x) one and one half (1.5) times your annual base salary and Target MIP (the “Severance Benefits pursuant to Section 4(d) or 4(e) hereofBenefit”), Company payable in equal monthly installments, the number of which will be determined so that you receive the Full Severance Benefit no later than two and Employee agree that one half months after the start of the calendar year following shall apply: the calendar year during which your termination of employment occurs, and (i) "Severance Benefits" shall mean: (Ay) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereofpro-rated MIP, calculated based on the full Company bonus payable thereunder (subject achievement of applicable performance targets pursuant to attainment by Company the MIP for the year of any objective financial or performance standards applicable to Company) your termination, and prorated for any period based on the number of days you are employed during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as year of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following , payable when the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts MIP is otherwise payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to but in no event later than two and one-half months after the prior execution by start of the Employee calendar year following the calendar year during which your termination of employment occurs; provided, that you execute a release of claims substantially in a the form provided attached as Exhibit A hereto, with such changes as are necessary or appropriate to account for changes in law or regulation. In addition, during the 18-month period following (i) your termination of employment by the Company prior other than for “Cause” or (ii) your resignation for “Good Reason” (if you are not otherwise employed during such period and covered under the group medical plan provision to any employees of such payment and subsequent employer), the Company agrees, if you so elect, that payment the Company will continue your (including your dependents) medical benefits under COBRA to the same extent as during your employment, with your COBRA premium paid by the Company. In order to invoke a termination for Good Reason, you must provide written notice to the Company of the Severance Benefits existence of one or more of the conditions described in the definition of Good Reason within 60 days following the initial existence of such condition or conditions, and the Company shall be consideration have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, you must terminate employment, if at all, within 30 days following the Cure Period in order to terminate employment for such release. (g)Good Reason.

Severance Benefits. To Subject to (a) your compliance with the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofrestrictive covenants set forth in Sections 6, Company 7 and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; 9 below and (Db) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employmentyour execution, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for predelivery and non-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee revocation of a waiver and release of claims in a form substantially similar to the form attached hereto as Exhibit A (the “Release”) on or prior to the 21st day following the date on which your employment with the Company terminates due to (x) the termination of your employment by the Company, other than for “Cause” (as defined below) or (y) the termination of your employment by you for “Good Reason” (as defined below), but in each case, excluding any separation from service by reason of your death or Disability (as defined below) (such date, the “Severance Date”), you will be entitled to receive the following severance payments and benefits: · For the period commencing on the day immediately following the Severance Date and ending on the first anniversary of the Severance Date, monthly pay continuation with each monthly payment equal to one-twelfth (1/12) times the sum of your Base Salary and Target Bonus, in each case, as in effect on the Severance Date. Monthly payments will occur in accordance with the payroll dates in effect on the Severance Date, and such payment dates will not be affected by any subsequent change in payroll practices. · Except as provided below, continuation of group medical, dental, vision, group basic term life insurance, accidental death and dismemberment insurance, voluntary term life insurance, voluntary accidental death and dismemberment insurance, dependent life insurance and employee assistance program benefits, provided, to the extent applicable, regular contributions are made, at the level in effect on the Severance Date, in each case, for a period (such period, the “Continuation Coverage Period”) beginning immediately upon the Severance Date and continuing until the earliest to occur of (A) the first anniversary of the Severance Date, (B) the last date you are eligible to participate in the benefit under applicable law, or (C) the date you are eligible to receive comparable benefits from a subsequent employer, as determined solely by the Company prior in good faith; provided, however, that if you fail to execute and deliver the Release or revoke the Release, in either case, the Continuation Coverage Period shall cease immediately upon such date. Such benefits shall be provided to you at the same coverage and cost to you as in effect on the Severance Date. To the extent permitted by law, you shall be eligible to qualify for COBRA health care continuation coverage under Section 4980B of the Code, or any replacement or successor provision of United States tax law, beginning following the expiration of the period described above. Notwithstanding the foregoing, your participation in the Employee Stock Purchase Plan and long-term disability insurance plan, and your ability to make deferrals under the 401(k) plan, will cease effective on the Severance Date. For purposes of this subsection, you shall send written notice of the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to be provided, to the Company, in writing, correct, complete and timely information concerning the same to the extent requested by the Company; provided, however, that the Company shall have the right to cease making such payments and you shall be obligated to repay any such payment amounts to the Company already paid if you fail to execute and that payment of deliver the Severance Benefits shall be consideration Release within the time period provided for above or, after timely delivery, revoke it within the time period specified in such release. (g)Release.

Severance Benefits. To Provided that Employee’s employment does not terminate for Cause (“Cause” to be defined as in the extent that Offer Letter to Rxxx Xxxxxxx from Mxxx Xxxx dated June 8, 2019) prior to the Termination Date, Employee shall be entitled to receive signs without revoking this Agreement within the time period set forth in Section 9, signs without revoking the Supplemental Release Agreement attached hereto as Exhibit A after (but not before) the Termination Date (and within the time period set forth therein), and provided Employee complies with and does not breach this Agreement (including, without limitation, the restrictive covenants set forth in Section 4 below) (collectively, the “Severance Benefits pursuant to Section 4(d) or 4(e) hereofBenefit Conditions”), Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective Option Care will continue to pay Employee his annualized base salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based in effect on the full Company bonus payable thereunder Transition Date for a period of nine months following the Termination Date (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the “Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of EmploymentPay”), provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled paid in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Option Care’s ordinary payroll practices, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that first payment of the Severance Benefits mayPay to be paid no later than 30 days following the Termination Date and such first payment to include any installments for the period between the Termination Date and the date of such first payment, in as determined based on Option Care’s ordinary payroll practices; (ii) Option Care will reimburse Employee, on a monthly basis, for the discretion employer portion of monthly COBRA premiums for Employee and, if applicable, Employee’s dependents, provided that Employee timely elects such COBRA coverage, until the earliest of (A) the nine-month anniversary of the CompanyTermination Date, be subject (B) the date when Employee becomes eligible for substantially equivalent health insurance in connection with new employment or self-employment, or (C) the expiration of Employee’s continuation coverage under COBRA; and (iii) Employee’s outstanding equity awards under the Option Care Health, Inc. 2018 Equity Incentive Plan shall vest to the prior execution extent they would have vested if Employee had remained continuously employed by Option Care until March 31, 2024. Any equity awards that do not vest pursuant to the preceding sentence shall be forfeited for no consideration including, for the avoidance of doubt, the restricted stock units held by the Employee that are scheduled to vest in October 2024. Employee agrees to immediately notify Option Care in the event of a release (ii)(B) above. The benefits described in this Section 2(b) are referred to herein as the “Severance Benefits.” For the avoidance of claims doubt, the Transition Benefits and Severance Benefits provided for under this Agreement are in a form provided by the Company prior to any such payment and that payment lieu of the benefits payable to Employee under the terms of the Option Care Health Executive Severance Benefits shall be Plan. Amounts Option Care is paying in consideration for such releasethe Agreement will be treated as taxable compensation (and subject to withholding) but are not intended by either party to be treated, and will not be treated, as compensation for purposes of eligibility or benefits under any benefit plan of Option Care. (g)Option Care will apply standard tax and other applicable withholdings to payments made to Employee. Employee agrees that the consideration Option Care will provide includes amounts in addition to anything of value to which Employee already is entitled. Option Care also will pay Employee accrued but unused vacation, if applicable under state law and Option Care policy, regardless of whether Employee signs this Agreement.

Severance Benefits. To In the extent that Employee shall be entitled event of your involuntary termination by the Company without Cause, or your termination of employment with the Company for Good Reason, and subject to receive Severance Benefits pursuant (A) your signing, dating, returning to Section 4(d) or 4(e) hereof, the Company and Employee agree that allowing to become effective a general release of all known and unknown claims in favor of the Company and its officers, directors, shareholders, employees, agents and successors, and (B) your agreement to seek diligently a new position of comparable responsibility and compensation, then you will receive the following shall apply: as your sole severance benefits (the “Severance Benefits”): (i) "Severance Benefits" shall mean: (A) a severance pay in the form of continuation of Employee's then effective your base salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving effect as of the employment termination date of termination of the Period of Employmentfor nine (9) months, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled less applicable withholding taxes, payable in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Company’s normal payroll practices, as amended ("COBRA"), by reason of Employee's termination of employment. plus (ii) "Severance Period" if you timely elect continued group health insurance coverage under federal COBRA law or applicable state insurance laws (collectively, “COBRA”), then the Company shall mean pay the COBRA premiums necessary to continue your medical insurance coverage in effect for yourself and your eligible dependents on the employment termination date for a period of twenty-four nine (249) months following your termination (provided that such COBRA payments shall terminate on such earlier date as you are no longer eligible for COBRA coverage). The salary continuation payments described in clause (i) above will be paid in substantially equal installments on the termination Company’s regular payroll schedule and subject to standard deductions and withholdings over the nine (9) month period following your termination; provided, however, that no payments will be made prior to the effective date of the Period release of Employment pursuant to Section 4(d) or 4(e) hereofclaims. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 On the first payroll pay day following the effective date of the Change release of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 belowclaims, the Company will pay the salary continuation payments that you would have received on or prior to such date in a lump sum under the original schedule but for the delay in the effectiveness of the release of claims, with the balance of the cash severance being paid as originally scheduled. Each such installment will be deemed a separate “payment” for purposes of Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, all Severance Benefits shall be received by Employee cease under this Section 5 upon your commencement of employment or a full-time consulting relationship with another company or other employer. You agree to notify the Company in lieu writing during the nine-month period following the date of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the your employment termination of Employee's your commencement of employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of or a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)full-time consulting relationship.

Severance Benefits. To In the extent event that Employee shall your employment is terminated by WABCO EXPATS, WABCO, or any of their affiliated companies without Cause or by you for Good Reason (as each such term is defined in Appendix A hereto), you will be entitled to receive Severance Benefits the following severance benefits, which are in lieu of and not in addition to any statutory severance benefits that may otherwise be payable to you. If the statutory severance benefits to which you would otherwise be entitled are greater than the amounts described herein, you will receive the statutory severance benefits and no amounts shall be payable under this section. Otherwise, the statutory severance benefits payable to you will be treated as an offset against the amounts payable under this section, so that you will be entitled under this section solely to the excess of the amounts described herein over the amount of such statutory severance benefits, if any. In all events, the amounts payable as severance under this section is subject to your executing a release of claims against WABCO EXPATS, WABCO and their affiliated companies within 45 days of your termination of employment. For avoidance of doubt, any termination of your employment due to death, disability or pursuant to Section 4(dany applicable mandatory retirement policy for executive officers shall not be considered to be “without Cause” for purposes of determining eligibility for severance benefits. The gross severance benefits payable hereunder (prior to any offset for any statutory severance benefits payable) or 4(e) hereofwill include cash severance benefits in a single lump sum amount, Company payable 60 days after your employment termination, equal to one and Employee agree that one half times the following shall apply: sum of your (i) "Severance Benefits" then current annual base salary plus (ii) your then current target annual incentive opportunity. You will also receive reimbursement of premiums for continued group medical coverage for you and your eligible dependents at the same coverage levels as in effect immediately prior to such termination for a period of 18 months, subject to earlier cessation if you receive comparable benefits from a future employer or fail to timely elect COBRA coverage and reimbursement for financial planning services up to a maximum amount of $5,000, so long as such request for reimbursement is submitted within one year of your termination of employment. If and to the extent the requirements of Section 409A of the U.S. Internal Code of 1986, as amended (the “Code”), would otherwise apply to any of the severance benefits provided under this section, the parties intend that such severance benefits shall meanbe exempt from Code Section 409A. Specifically, the parties intend that: (Aa) the severance pay described above shall be exempt from Code Section 409A as a continuation of Employee's then effective salary as payable “short-term deferral” pursuant to Treas. Reg. Section 3(a1.409A-1(b)(4); (b) hereof during the Severance Period continued medical coverage described above shall be exempt from Code Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(B); and (c) the reimbursement for financial planning services described above shall constitute a “limited payment” that is exempt from Code Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(D). Notwithstanding the payment schedule contained elsewhere in this section, if and to the extent Section 409A would otherwise apply, if you are a “specified employee” (as defined below) at the time of your termination of employment, the severance benefits under this section shall not be made before the date which is six (6) months and one (1) day after the date of your termination of employment (or, if earlier, the date of your death); (B) payment . For purposes of any bonus payable to Employee pursuant to this agreement, “specified employee” shall have the meaning set forth in Treas. Reg. Section 3(c) hereof1.409A-1(i), calculated based except that “compensation” shall be defined using the special rule provided in Treas. Reg. Section 1.415(c)-2(g)(5)(ii). Any payments that are so delayed will be paid in full on the full Company bonus payable thereunder first day following the end of the six (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (126) month period in which described above. In this case, you shall have the right during such bonus would be earned; (C) immediate vesting and payment of six-month period to pay any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as unpaid part of the date of termination of the Period of Employment, provided that applicable premiums for continued medical coverage at your own expense in order for you to keep such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)force.”

Severance Benefits. To Provided that the extent that Employee shall be entitled Severance Release becomes effective and irrevocable by the Severance Release Deadline Date and subject to receive Section 10, any Severance Benefits pursuant will be paid, or in the case of installments, will commence, on the sixtieth (60th) day following Executive’s Involuntary Termination (the “Payment Date”), and any Severance Benefits otherwise payable to Executive during the period immediately following Executive’s Involuntary Termination through the Payment Date will be paid in a lump sum to Executive on the Payment Date, with any remaining payments to be made as provided in the Agreement; provided, however, that any Severance Benefits consisting of the acceleration of stock options or restricted stock awards will be effective immediately upon the effectiveness and irrevocability of the Severance Release. Further, and notwithstanding the foregoing, if Executive’s Involuntary Termination occurs before a Change in Control and additional Severance Benefits become payable as a result of the Change in Control occurring within three (3) months following such Involuntary Termination, then the additional Severance Benefits (other than the installment payments of Monthly Base Salary), will be paid on the later of (a) the first regularly scheduled payroll date of the Company following the Severance Release Deadline, or (b) the date of the Change in Control, in each case subject to any delay required by Section 4(d) or 4(e) hereof10, Company with the exception that any such additional Severance Benefits consisting of the acceleration of stock options and Employee agree that restricted stock awards will be effective upon the following shall apply: later of (i) "Severance Benefits" shall mean: (A) a continuation the effectiveness and irrevocability of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period Release and (as defined below); ii) immediately prior to the Change in Control but contingent upon the completion of the Change in Control. Notwithstanding the foregoing, any Equity Awards that are restricted stock units, performance shares, performance units, and/or similar full value awards (Bother than restricted stock) payment (the “Full Value Awards”) that accelerate vesting under Section 4 of any bonus payable to Employee pursuant to Section 3(c) hereofthis Agreement will be settled, calculated based on the full Company bonus payable thereunder (subject to attainment any delay required by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage Section 10 below (or the reasonable equivalent thereofterms of the Full Value Award agreement or other Company plan, policy, or arrangement governing the settlement timing of the Full Value Award to the extent such terms specifically require any different payment timing in order to comply with or be exempt from the requirements of Section 409A, as applicable), (x) which Employee is receiving as on the Payment Date, or (y) if later, in the event of an Involuntary Termination that occurs during the period of three (3) months prior to a Change in Control, on the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Control.

Severance Benefits. To If (x) the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (Bii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of any bonus payable to Employee COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to Section 3(c) hereofthis Section, calculated based the Company shall pay you on the full Company bonus payable thereunder (last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to attainment by Company applicable tax withholding, for the remainder of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Paymentsperiod; and (Div) continuation during unless an option award provides for a more favorable post termination exercise period, with respect to any options granted to you, such options (to the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the Period date that is six (6) months after the termination of Employmentyour employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such insurance coverage shall terminate options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the Severance Period as six-month and one day period measured from the date of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance your Separation from Service with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period the date of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) your death or 4(e) hereof. (iii) Company such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be entitled paid in a lump sum to a credit for you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to Part Onethe terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, Paragraph 1 of you acknowledge and agree that the Change of Control Agreement for any amounts payable pursuant payments and benefits described in this agreement (in addition to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, payments and benefits payable to you by the Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (vaffiliate thereof) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, may be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. To If at any time your employment is terminated by the extent that Employee shall be entitled Company without Cause or by you for Good Reason, then subject to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, your execution and non-revocation of a general release of claims provided by the Company and Employee agree that such release becoming effective not later than 60 days after such termination, and your continued compliance with any confidentiality covenants to which you are subject, the following shall applyCompany will: (i1) "Severance Benefits" shall mean: pay you an amount (Athe “Severance”) a continuation equal to the product of Employee's then effective salary two, multiplied by the sum of the Base Salary plus the Target Bonus (in each case as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving effect as of the date of such termination); (2) provide you with continued coverage under the Company’s medical and dental plans for you and your dependents for 24 months following such termination with the Company paying the entire premium for such coverage (the “Benefits Continuation”); and (3) accelerate the vesting of any then unvested portion of the Period of Employment, service-vesting Sign-On Equity Award. The Severance will be paid to you in equal monthly installments over the 24-month period following such termination; provided that the first payment shall be made on the Company’s first regular payroll date that is more than 60 days after such insurance coverage shall terminate prior termination, and any installments that otherwise would have been paid during such 60-day period will be paid on such first payroll date. Notwithstanding the foregoing: (A) your entitlement to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of Benefits Continuation will also be subject to your timely election to receive continued coverage for such benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage pursuant to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 19851985 or analogous applicable state law; (B) the Company’s obligation to pay for the Benefits Continuation will cease upon your becoming eligible for such coverage from a subsequent employer, as amended and you will promptly notify the Company on your becoming eligible for such coverage; ("COBRA"), by reason of Employee's termination of employment. (iiC) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of event that you elect coverage under a release of claims in a form plan provided by the Company prior that has a higher premium than the plan in which you participate as of the date on which your employment with the Company terminates, the amount of the Company’s contribution to your premium payments will not increase from the amount of such contributions as of the date that your employment terminated, and you will be responsible for payment of any additional premium amount; and (D) if the Company reasonably determines that the Benefits Continuation cannot be provided to you for the full 24-month period and/or without your paying all or a portion of the premium for such coverage, in each case without subjecting the Company to adverse tax consequences or increased health insurance premiums, then the coverage period will be reduced and/or you will be required to pay the premium for such coverage, in each case to the extent that the Company reasonably determines is required to ensure that the Company is not subject to such adverse tax consequences or increased premiums; provided that, for any month during such 24-month period that you are not provided with such coverage or for which you are required to pay any portion of the premium for such coverage, the Company will provide you with a cash payment in an amount equal to, as applicable, (i) the full premium for such coverage for such month, if you are not provided with, or are required to pay the entire premium for, such coverage for such month or (ii) the portion of the premium for such coverage that you are required to pay for such month, but in each case only if the Company reasonably determines that providing such payment and that payment of would not subject the Severance Benefits shall be consideration for such release. (g)Company to adverse tax consequences or increased health insurance premiums.

Severance Benefits. To If you meet the extent that Employee conditions set forth in Section 3(b)(i), you shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereofreceive: (1)Continuation of your then-current base salary, Company less required deductions and Employee agree withholdings, for a period of one year after your employment termination date, payable on the Company's regular payroll dates; (2)Provided that the Company determines to pay bonuses for the year in which your employment termination occurs, you shall receive a pro-rata portion of your target bonus for that year, less required deductions and withholdings, based upon the actual number of days you serve as CEO under this Agreement during that year; (3)The Company will pay your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following shall apply: (i) "termination of employment, provided that you timely elect COBRA, continue to be eligible for COBRA during such time period, and do not become eligible for health insurance benefits through another employer. You agree to promptly notify the Company in writing if you become eligible for health insurance benefits through another employer during the time you are receiving Severance Benefits" . Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA subsidy without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall mean: (A) instead provide you with a continuation taxable monthly payment equal to the monthly COBRA subsidy, which shall be paid regardless of Employee's then effective salary as payable pursuant to Section 3(a) hereof during whether you elect COBRA coverage, shall commence in the Severance Period month following the month in which you incur a Separation from Service (as defined in Section 4(c) below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based and shall end on the full Company bonus payable thereunder (subject to attainment by Company earlier of any objective financial or performance standards applicable to Company) the date you obtain other employment and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment one year anniversary of any Option Paymentsyour Separation from Service; and (D) continuation 4)The Company will accelerate the vesting of the Base Equity Option and the Base Equity RSUs such that, as of your last date of employment, you will be deemed vested in any such equity which would have vested during the Severance Period of any medical/dental care coverage (or one year period after the reasonable equivalent thereof) which Employee is receiving as of the termination date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of your employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (gc)

Severance Benefits. To (a) Termination without Cause or Resignation for Good Reason Not in Connection with a Change in Control. If the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(dCompany terminates your employment without Cause (other than as a result of your death or disability) or 4(e) hereofyou resign for Good Reason (either a termination referred to as a “Qualifying Termination”), Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) provided such Qualifying Termination constitutes a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period Separation from Service (as defined belowunder Treasury Regulation Section 1.409A-1(h); , without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Sections 11 (B“Conditions to Receipt of Severance Benefits”) payment and 12 (“Return of Company Property”) below and your continued compliance with the terms of this Agreement (including without limitation the Confidentiality Agreement), in addition to your Accrued Obligations, the Company will provide you with the following severance benefits (the “Severance Benefits”): i. Cash Severance. The Company will pay you, as cash severance, nine (9) months of your base salary in effect as of your Separation from Service date (such nine (9) month period the “Salary Continuation Period”), less standard payroll deductions and tax withholdings (the “Severance”). The Severance will be paid in installments in the form of continuation of your base salary payments, paid on the Company’s ordinary payroll dates, commencing on the Company’s first regular payroll date that is more than sixty (60) days following your Separation from Service date, and shall be for any bonus payable accrued base salary for the sixty (60)-day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. ii. Bonus Severance Payment.The Company will pay you a lump sum cash amount equivalent to Employee pursuant to Section 3(c) hereofyour target Annual Bonus for the year in which the Separation from Service Date occurs, calculated prorated based on the full Company bonus payable thereunder Salary Continuation Period (subject to attainment by Company the “Bonus Severance Payment”). However, if the Qualifying Termination occurs between January 1 and the payment date of any objective financial or the Annual Bonus that you would have otherwise earned for performance standards applicable to Company) in the calendar year preceding the Qualifying Termination, then and prorated for any period during the Severance Period that is less than only then will you be paid the full twelve (12) month period Annual Bonus that you otherwise would have earned for performance in which such bonus would be earned; (C) immediate vesting and payment of preceding calendar year. Your Base Salary as in effect on the Separation from Service Date, ignoring any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided decrease that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)forms the

Severance Benefits. If, at any time, (i) the Company terminates your employment without Cause, other than as a result of your death or disability or (ii) you terminate your employment for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (the “Severance Benefits”): (i) twelve (12) months of your base salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings, paid in substantially equal installments on Bioventus’ regular payroll schedule beginning on the 60th day following the Termination Date and continuing for twelve (12) months; (ii) one hundred percent (100%) of your target Annual Bonus, paid on or about 60 days following the Termination Date (iii) If you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay the COBRA premiums necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents on the termination date for the first twelve (12) months of such coverage (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). Your receipt of the Severance Benefits is conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement; and (b) your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an effective, general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision. After the Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (within the meaning of Section 409A) as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” (as determined under Section 409A) and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A) and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that Employee any reimbursements are taxable to you, any such reimbursement payment due to you shall be entitled paid to receive Severance Benefits pursuant to Section 4(d) you on or 4(e) hereof, Company and Employee agree that before the last day of the calendar year following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on taxable year in which the full Company bonus payable thereunder (related expense was incurred. The reimbursements are not subject to attainment by Company liquidation or exchange for another benefit and the amount of any objective financial or performance standards applicable to Company) and prorated for any period during such reimbursements that you receive in one taxable year shall not affect the Severance Period amount of such reimbursements that is less than the full twelve (12) month period you receive in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)taxable year.

Severance Benefits. To If your employment with the extent that Employee shall be entitled Employer is terminated by the Employer without Cause or you resign for Good Reason (collectively a “Protected Termination”), you will also become eligible to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall applyreceive: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant an aggregate amount equal to Section 3(a) hereof during the Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period months of your Base Salary (collectively, “Severance Pay”), to be paid in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be in lieu of any other continued health care coverage to which Employee or his dependents would otherwise be entitled equal installments in accordance with the Employer’s regular payroll cycle and commencing on the first payroll date following the 60th day following your date of termination; (ii) vesting and exercisability of certain stock options pursuant to Section 4.1(c) below; (iii) if you or any of your eligible dependents elect continued coverage under the medical plan or plans (including any dental, vision, prescription drug, or similar plan) offered to employees of the Employer pursuant to COBRA or any other applicable state law, then, the Employer shall pay your COBRA premiums for a twelve (12)-month period (the “Severance COBRA Period”) for the comparable level of coverage as you and your eligible dependents were receiving as of your termination date (collectively, “COBRA Benefits”), in each case subject to Required Withholding and to Sections 4.2, 4.4, 13 and 14. To the extent applicable and to the extent permitted by law, any COBRA Benefits provided to you and/or your dependents shall be considered part of, and not in addition to, any coverage required under COBRA. Notwithstanding the foregoing, if the Employer’s obligation to provide COBRA Benefits would result in the imposition of excise taxes on the Employer or its Affiliates for failure to comply with the nondiscrimination requirements of the Consolidated Omnibus Budget Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 19852010, as amended ("COBRA"to the extent applicable), by reason the Employer shall discontinue the COBRA Benefits, shall instead pay to you a payment equal to the employer portion of Employee's termination premium costs of employment. (ii) "Severance Period" shall mean a period of twenty-four (24) months following health benefits provided to you and your dependents for the termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Change of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment remainder of the Severance Benefits may, in COBRA Period. Severance Pay does not entitle you to any other ongoing benefits from the discretion Employer and you will not be an employee of the Company, be subject to the prior execution by the Employee of a release of claims in a form provided by the Company prior to Employer for any such payment and purpose during any period that payment of the you are receiving Severance Benefits shall be consideration for such release. (g)Pay.

Severance Benefits. To Upon Termination by the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) Company Without “Cause” or 4(e) hereof, by you for “Good Reason”. If the Company and Employee agree that the following shall apply: (i) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Severance Period terminates your employment without Cause (as defined belowon Exhibit A attached hereto) or you terminate your employment for Good Reason (as defined on Exhibit A); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, calculated based on the full Company bonus payable thereunder (subject to attainment by Company of any objective financial or performance standards applicable to Company) and prorated for any period during the Severance Period that is less than the full twelve (12) month period in which such bonus would be earned; (C) immediate vesting and payment of any Option Payments; and (D) continuation during the Severance Period of any medical/dental care coverage (or the reasonable equivalent thereof) which Employee is receiving as of the date of termination of the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage you shall be eligible to receive the following severance benefits: (a) severance pay in lieu an amount equal to six (6) months of any other continued health care coverage to which Employee or his dependents would otherwise be entitled your base salary as in effect at the time of your termination, payable in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Company’s regular payroll procedures proportionately over a six ("COBRA"), by reason of Employee's termination of employment. (ii6) "Severance Period" shall mean a month period of twenty-four (24) months following the termination of your employment (such period, the Period of Employment pursuant “Severance Period”), (b) should you be eligible for and elect to Section 4(d) or 4(e) hereof. (iii) continue receiving group medical and dental insurance coverage under the law known as COBRA, the Company shall continue to pay on your behalf that portion of the monthly premiums for such coverage that it pays for active and similarly situated employees receiving the same type of coverage, through the earlier of (x) the last day of the Severance Period, or (y) the date that you become eligible for group health and/or dental insurance coverage from any new employer. No severance pay or other benefit hereunder shall be entitled provided to you unless, within sixty (60) days following the date that your employment is terminated, you first execute and do not revoke a credit for any amounts paid pursuant separation agreement in a form prepared by and acceptable to Part Onethe Company, Paragraph which shall include, at a minimum, a full release of all claims against the Company (as well as its parents, subsidiaries and affiliates, and its and their, executives, officers, directors, employees, consultants, agents, shareholders, and assigns), as well as non-disparagement and confidentiality provisions in favor of the Company (the “Separation Agreement”). The severance payments shall commence on the first payroll period following the date the Separation Agreement becomes effective (the “Payment Date”). Notwithstanding the payment requirements set forth in the immediately preceding sentence, if the sixty (60) day period following the date your separation from service begins in one tax year and ends in the following tax year, the Company will commence payment on the next regular payroll date following the later of January 1 of the Change of Control second tax year and the date the Separation Agreement for any becomes enforceable and no longer subject to revocation. The first such payment will include a catch-up payment equal to all amounts payable pursuant you otherwise would have received under Section 6(a) prior to Paragraph (i)(A) and (i)(B) above as part the first payment. The distribution of any Severance Benefits payable hereunder. (iv) Except as provided in Section 6 below, the Severance Benefits severance payments shall be received by Employee in lieu of any other right Employee may have under applicable law, Company or Parent policies or plans or otherwise with respect to any payments or compensation in connection with the termination of Employee's employment with Company. (v) Employee agrees that payment of the Severance Benefits may, in the discretion of the Company, be subject to the prior execution by the Employee provisions of a release of claims in a form provided by the Company prior to any such payment and that payment of the Severance Benefits shall be consideration for such release. (g)Exhibit B attached hereto.