Common use of Severance Payment and Benefits Clause in Contracts

Severance Payment and Benefits. If Executive timely signs, dates, returns, and does not revoke (i) this Agreement in accordance with Section 24 of this Agreement; and so long as Executive is not in breach of his obligations under this Agreement, then the Company will provide Executive the following (the “Severance Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”): (a) A cash payment equal to six (6) times Executive’s monthly base salary in effect on the Separation Date, gross, paid in a lump sum by the Payment Date (“Severance Months”); (b) A cash payment equal to a prorated (to the Separation Date) portion of the amount that Executive would have received under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018; (c) So long as Executive timely elects (and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six (6) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm to be selected by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding Company stock options held by Executive as of the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(i). ii. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iii. Continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx

Severance Payment and Benefits. If Executive timely signs, dates, returns, and does not revoke Subject to (i) the Executive signing and not revoking this Agreement and, (ii) complying with the obligations set forth in accordance with Section 24 of this Agreement; Agreement and so long as Executive is not in breach of his obligations under this Agreement(i) and (ii) collectively, then the "Severance Payment Conditions"), and (iii) applicable income taxes: a) the Company will at its sole expense shall provide Executive with the following (the “Severance Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”):following: (a) A cash payment An amount of severance equal to six one times (61X) times Executive’s monthly ' annual base salary of $400,000, less applicable deductions and withholdings for federal and state income and employment taxes paid out in effect on the Separation Datethree equal payments, gross, paid in a lump sum by the Payment Date (“Severance Months”); (b) A cash payment each equal to a prorated (four months’ pay and paid as follows: the first payment to the Separation Date) portion be made within 10 days of the amount that Executive would have received under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee Effective date of the Board in its discretion for Agreement, the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such second payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will to be made no later than March on October 15, 2018; (c) So long as Executive timely elects (2024, and remains eligible for) health benefits continuation pursuant the last payment to the Consolidated Omnibus Budget Reconciliation Act of 1985be made on January 15, as amended (“COBRA”)2025. provided, payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage however, that any future payments under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of this subsection (a) six (6) months shall cease on and following the Separation Date, and (b) the date on which the Executive and commences a new position (including self-employment) that provides for compensation at or above 70% of Executive’s covered dependentsannual base compensation of $400,000 as of April 8, 2024, the date Executive’s employment with Company ended. Executive acknowledges that he has an affirmative obligation to notify the Company that he has commenced employment at such new position.. For purposes of clarification, Company and Executive agree that if anyExecutive commences employment that provides compensation at or above 70% of Executives base compensation of $400,000 annually after a payment or payments have been made, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm Executive shall have no obligation to be selected by reimburse the Company for up the payment or payments and Company shall have no right to three (3) months following the Separation Date, if Executive elects to participate in such servicesrepayment of those amounts.; and (eb) The following vesting schedule: i. Effective on An amount equal to 70.0% of Executive's base salary (the “Bonus Payment”), to be paid out in a lump sum within fourteen (14) calendar days of the Effective Date, accelerated vesting by six (6. b) months of all outstanding Company stock options held by Executive as of the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Company agree that, for the avoidance of any doubt, the 30,317 Restricted Stock Units ("RSUs") and the 29,224 Performance Stock Units ("PSUs") granted to the Executive that would have vested on April 15, 2024 shall nonetheless be retained by the Executive. The shares of Company stock underlying the vested RSUs and PSUs will be delivered to be accelerated under this Section 3(e)(i). ii. Effective on the Executive as soon as practicable following the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by . Executive as of the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs continue to be accelerated under this Section 3(e)(ii). iiisubject to the Company's Xxxxxxx Xxxxxxx Policy for so long as he possesses material nonpublic information. Continued eligibility for All other unvested RSUs and PSUs granted to the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement Executive shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxxconsideration.

Severance Payment and Benefits. If Executive timely signs, dates, returnsProvided that Employee signs and executes the General Release of Claims attached hereto as Attachment A no earlier than the day following his Separation Date, and does not revoke (i) this Agreement in accordance with Section 24 the revocation period therein expires without the General Release of this Agreement; and so long as Executive is not in breach of his obligations under this AgreementClaims being revoked, then the Company will VIA shall provide Executive Employee the following (the “Severance Payment and Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”):: (a) A cash payment equal to ONE HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($125,000.00), which equals six (6) times Executivemonths of Employee’s monthly current base salary in effect on the Separation Date, gross, paid in a lump sum by the Payment Date (“Severance Months”)annual salary; (b) A cash payment equal to Provided that Employee elects continuing coverage in a prorated VIA health and dental insurance plan as permitted under COBRA, FIVE THOUSAND FIVE HUNDRED AND SEVENTY-ONE DOLLARS AND FORTY-EIGHT CENTS (to $5,571.48), which equals six months of premiums at the Separation Date) portion Employee’s current level of the amount that Executive would have received under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018coverage; (c) So long as Executive timely elects Payment of Xxxxxxx Xxxxxx Management Consultants to advise and assist Employee in obtaining a new position; provided, however that the costs of such services shall not exceed FIVE THOUSAND DOLLARS (and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”$5,000.00), payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six (6) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm A pro rata portion of his 2002 bonus based on the duration of his employment with VIA in 2002. For purposes of this Paragraph 3(d), the parties agree that Employee’s 2002 bonus amount shall be deemed to be selected FIFTY-SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($56,250.00). The pro rata portion of such 2002 bonus shall be determined by dividing the Company number of months in 2002 during which he is employed by VIA for at least twenty-eight (28) days by twelve (12); (e) Reimbursement of up to three TWENTY-FIVE THOUSAND DOLLARS (3$25,000.00) months following of the Separation Dateexpenses incurred by Employee in relocating to Virginia, if Executive elects including his travel and moving costs and the real estate commissions paid in selling his Virginia residence; (f) VIA will cause the Company-issued personal Sony lap-top computer used by Employee to participate in be given to the Employee, provided that prior to transfer of such servicesownership VIA will be given reasonable access to the lap-top to retrieve its business information; and (eg) The following vesting schedule: i. Effective on the Effective DateWith respect to stock options, accelerated vesting by six Employee and VIA acknowledge that VIA granted Employee, under VIA’s 1998 Stock Option and Restricted Stock Plan (6) months as amended), options to purchase a number of all outstanding Company shares of common stock options held by Executive as of the Separation Date; provided that(“Option Grants”), in lieu separate grant awards, of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if which a portion of such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the shares have vested. The parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive unvested options issued pursuant to the Option Grants which were either granted during October 2001 or whose exercise price is less than the fair market value of VIA’s stock as of Employee’s Separation Date shall be deemed immediately and fully vested. The parties further agree that the Non-Performance RSUs exercise period for such options, as well as the exercise period for those options that had already vested prior to Employee’s Separation Date shall be accelerated under this Section 3(e)(i). ii. Effective on extended through the Effective Date, accelerated vesting by six date that is twelve (612) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the from Employee’s Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the . The parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iiiunvested options shall terminate effective immediately. Continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the The parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUsterms of this Paragraph 3(g) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made constitute amendments to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type Incentive Stock Option Agreements (“ISO Agreements”) that have been previously agreed to by the parties and that, except for Executive’s final paycheckas so amended, which shall include any balance of accrued but unused PTO as the terms and conditions of the Separation Date, ISO Agreements shall remain in full force and as otherwise explicitly provided effect. The parties acknowledge and agree that the Severance Payment and Benefits described in this Paragraph 3 shall not apply in the event that (i) Employee voluntarily terminates his employment prior to March 29, 2002, unless such voluntary termination follows a material breach of this Agreement with respect to severance benefits under the Company’s Executive Severance Policyby VIA which is not corrected within five (5) and that no further payments days after VIA receives written notice of such breach, or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx(ii) VIA discharges Employee for Cause.

Severance Payment and Benefits. If Provided that Employee (a) executes this Agreement and returns a copy of this Agreement signed by Employee to the Company care of Xxxxxx Xxxxxxx-Xxxxxxxx, Executive timely signsVice President, datesGeneral Counsel and Corporate Secretary, returnsat Xxxxxx.Xxxxxxx-Xxxxxxxx@xx.xxx so that it is received by Xx. Xxxxxxx-Xxxxxxxx no later than July 24, and 2024 (b) does not revoke (iexercise Employee’s revocation right as set forth in Section 6(d) this Agreement in accordance with Section 24 of this Agreementbelow; and so long as Executive is not in breach (c) abides by each of his obligations under this AgreementEmployee’s commitments set forth herein, then then: (a) the Company will provide Executive the following shall pay to Employee a total amount equal to $856,000, less applicable taxes and withholdings (the “Severance BenefitsPayment”), which Severance Payment represents fifty-two (52) weeks’ worth of Employee’s base salary as in full satisfaction of any monetary or other obligations effect immediately prior to which Executive could claim entitlement under Executive’s Offer Letter or the Separation Date. The Severance Payment shall be paid in substantially equal installments on the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”): (a) A cash payment equal to six (6) times Executive’s monthly base salary in effect on regular payroll dates that follow the Separation Date; provided, grosshowever, the first installment of the Severance Payment shall be paid on the Company’s first payroll date that comes on or after the date that is thirty (30) days following the Separation Date and shall include (without interest) all installments of the Severance Payment that would have been paid between the Separation Date and such first payment date had such payments been made on the Company’s regular payroll dates in a lump sum by such period, and the remainder of the installments of the Severance Payment Date shall be paid on the Company’s remaining regular payroll dates for the remainder of the period that is fifty-two (“Severance Months”)52) weeks following the Separation Date; (b) A cash payment equal to the Company will provide Employee with a prorated pro-rata annual bonus, if any, for 2024 (to the Separation Date) portion “Pro-Rata Bonus”), which Pro-Rata Bonus, if any, shall take into consideration the period of time in 2024 in which Employee was employed by the amount that Executive would have received under Pandora MediaCompany and actual Company results, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on and be determined at the discretion of the Company’s actual performance as determined by the Compensation Committee Board of the Board in its discretion Directors. The Pro-Rata Bonus, if any, will be paid to Employee when annual bonuses for the remaining executive officers then-active employees of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Mediaare paid, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made but no later than March 15, 2018;2025; and (c) So long as Executive timely elects for that portion of the six-month period following the Separation Date (and remains eligible forthe “COBRA Period”) health benefits continuation that Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by to continue coverage under the Company’s group health plans pursuant to COBRA for Employee and Employee’s eligible dependents, then the Company of Executive’s applicable will cause Employee to be charged active employee rates for the premiums (including spouse or family coverage if Executive had to effect and continue such coverage on (the Separation Date) for such continuation coverage under “COBRA (payable as and when such payments become due) during Benefit”). Employee shall be eligible to receive the period commencing on the Separation Date and ending on COBRA Benefit until the earliest of: (i) the last date of the COBRA Period; and (ii) the date Employee is no longer eligible to occur of (a) six (6) months following the Separation Datereceive COBRA continuation coverage, and (biii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer. Employee acknowledges and agrees that the Executive election of continuation coverage pursuant to COBRA and Executiveproviding any premiums due with respect to such continuation coverage will remain Employee’s covered dependentssole responsibility. Nothing in this Section 2(c) is intended to modify or reduce Employee’s legal entitlement to COBRA for the period set forth in the statute. The Severance Payment, if anyPro-Rata Bonus and COBRA Benefit are collectively referred to herein as the “Separation Benefits.” Employee acknowledges that the Separation Benefits are the entirety of the severance pay and benefits for which he is eligible as a result of, become and following, his separation from employment with the Company. For the avoidance of doubt, Employee acknowledges and agrees that Employee is not eligible for health insurance coverage through another employerany further or additional severance pay or benefits pursuant to: the Pitney Xxxxx Senior Executive Severance Policy, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement as amended and career continuation services by a firm to be selected by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding Company stock options held by Executive restated effective as of September 11, 2023 (as may be amended or restated from time to time, the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by “Senior Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(i). ii. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUsSeverance Policy”), held by Executive as of or the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation DatePitney Xxxxx Xxxxxxxxx Pay Plan, as if such equity award had been on a monthly vesting schedule through amended and restated effective October 1, 2023 (as may be amended of restated from time to time, the original vesting period, but only if the date reflecting the number of “Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iii. Continued eligibility for the vesting of market stock units (“MSUsPay Plan”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement or any other agreement, policy, plan, or practice of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units Company or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx XxxxxxxParty.

Severance Payment and Benefits. If Executive timely signs, dates, returns, and does not revoke (i) this Agreement in accordance with Section 24 of this Agreement; and so long as Executive is not in breach of his obligations under this Agreement, then the Company will provide Executive the following (the “Severance Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”): (a) A cash payment equal to six twelve (612) times Executive’s monthly base salary in effect on the Separation Date, gross, paid in a lump sum by the Payment Date (“Severance Months”); (b) A cash payment equal to a prorated (to the Separation Date) portion of the amount that Executive would have received under Pandora Media, Inc.Pandora’s Corporate Incentive Plan for the Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board of Directors in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Executive’s prorated annual Pandora Media, Inc. – Separation Agreement and General Release Michxxx Xxxxxxx Executive’s prorated annual Tim Xxxxxxxxxx target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018; (c) So long as Executive timely elects (and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six twelve (612) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm to be selected by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on the Effective Date, accelerated vesting by six twelve (612) months of all outstanding Company stock options held by Executive as of the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six twelve (612) months following the Separation Date as if such stock option options had been on a monthly vesting schedule through the original vesting Pandora Media, Inc. – Separation Agreement and General Release Michxxx Xxxxxxx the original vesting Tim Xxxxxxxxxx period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs stock options held by Executive and the Non-Performance RSUs stock options to be accelerated under this Section 3(e)(i).; ii. Effective on the Effective Date, accelerated vesting by six twelve (612) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the Separation Date; provided that, in lieu of the foregoing, Nonnon-Performance- RSUs performance-based equity awards that do not vest monthly will be accelerated through six twelve (612) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii).; iii. Continued In the case of any outstanding performance-based equity awards (as defined by the Company’s 2011 Equity Incentive Plan) held by Executive as of the Separation Date, continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award GrantGrant(s)); provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and General Release Michxxx Xxxxxxx (MSUs and PSUs) Tim Xxxxxxxxxx forth the Performance Awards eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Executive Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment payments and/or other payment payments or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and General Release Michxxx XxxxxxxTim Xxxxxxxxxx

Severance Payment and Benefits. If Executive timely signs(a) Employee will receive his Accrued Rights (as defined the Employment Agreement by and between the Company and Employee effective as of June 1, dates2015, returnsas amended, (the “Employment Agreement”) as soon as practicable following the Separation Date (and does not revoke in no event later than required by applicable law or pursuant to the terms of the applicable compensatory arrangement). In addition, Employee will receive accelerated vesting of the restricted stock awards granted to Employee pursuant to the Company’s Long Term Incentive Plan (i“LTIP”) and set forth on Exhibit A immediately prior to the Separation Date (the “Accelerated Vesting”). Vesting of the restricted stock awards pursuant to this Section 2(a) will be subject to applicable withholding and, except as provided in this Section 2(a), the terms and conditions of the LTIP and the applicable award agreement. (b) Provided that Employee signs this Agreement in accordance with Section 24 on the Separation Date or within 21 days thereafter (and Employee may use as much or as little of this Agreement; such period as he chooses) and returns it to the Company care of XxXxx Xxxxxx, Secretary, Xxx Xxxxx Xxxxx, Suite 6500, Midland, Texas 79705-5510 (e-mail: xxxxxxx@xxxxxxxxxxxxxxx.xxx) so that it is received by the Company no later US 4687213 1 than November 14, 2016 (and so long as Executive is Employee does not in breach exercise Employee’s revocation right pursuant to Section 15 below), and so long as Employee honors each of his obligations under this AgreementEmployee’s commitments set forth herein, then the Company will pay and provide Executive to Employee the following amounts and benefits: (i) $1,300,977 (the “Severance BenefitsPayment”), less applicable withholding, which the Parties agree is an amount equal to the amount payable pursuant to Section 5(c)(iii) of the Employment Agreement, to be paid on January 2, 2017. (ii) Continued participation in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”): (a) A cash payment equal to six (6) times Executive’s monthly base salary in effect group health plan on the same terms and conditions as active employees for a period of 18 months following the Separation Date, gross, paid in a lump sum by the Payment Date (the “Severance MonthsBenefit Continuation”); (b) A cash payment equal . Employee acknowledges the continuation coverage to a prorated (to the Separation Date) portion of the amount that Executive would have received which Employee is entitled under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018; (c) So long as Executive timely elects (and remains eligible for) group health benefits continuation plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by will run concurrently with the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six (6) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm to be selected by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding Company stock options held by Executive as of the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(i)Benefit Continuation. ii. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iii. Continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx

Severance Payment and Benefits. (a) If Executive timely signs, dates, returnsExecutive's employment is terminated as a result of a Qualifying Termination as defined in Sections 3b and 4(c), and does not revoke (i) this Agreement if Executive delivers a fully-executed release and waiver of all claims against the Company, then, upon expiration of any applicable revocation period contained in accordance with Section 24 of this Agreement; the release and so long as Executive is not in breach of his obligations under this Agreementwaiver, then the Company will shall pay or provide Executive the following Severance Payment and benefits based on Executive's eligibility as described below: (i) As eligible, Executive shall receive the “Severance Benefits”) Payment, as defined below, which shall be payable in equal monthly installments beginning on the first day of the first full satisfaction month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any monetary or other obligations to severance payment benefits which Executive could claim entitlement otherwise may at that time be available under Executive’s Offer Letter or the Company’s 's applicable policies and Executive Severance and Change of Control Policy (“Executive Severance Policy”): (a) A cash shall be entitled to receive whatever additional severance payment equal to six (6) times Executive’s monthly base salary in effect on the Separation Date, gross, paid in a lump sum by the Payment Date (“Severance Months”); (b) A cash payment equal to a prorated (to the Separation Date) portion of the amount that Executive would have received under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018; (c) So long as Executive timely elects (and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six (6) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependentsbenefits, if any, become for which he may qualify according to the provisions of this Agreement regarding Change in Control. As used herein, "Monthly Severance Payment" shall mean the monthly installment amount of the Base Salary of Executive at the time of Executive's termination plus the monthly average of the short-term incentive payments (quarterly bonus) actually paid to Executive during the twelve (12) months immediately preceding Executive's termination. Executive will be eligible for health insurance coverage through another employer, a number of Monthly Severance Payments based on the schedule below: New hire up to six months 0 Six months up to 12 months 3 12 months up to 18 months 6 18 months up to 24 months 9 24 months or becomes otherwise covered under another group health plan; (d) Reasonable outplacement and career continuation services by a firm to be selected more 12 Length of Service is the number of full months immediately before the date of Executive's Qualifying Termination during which Executive has been continuously employed by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on the Effective Date, accelerated vesting by six (6) months or any of all outstanding Company stock options held by Executive as of the Separation Date; provided that, in lieu of the foregoing, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(i). iiits affiliated companies. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Each Monthly Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iii. Continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance with this Agreement Payment shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and acknowledges that, as of the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s Executive Severance Policy) and that no further payments or amounts are owed or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxxdeductions

Severance Payment and Benefits. If Executive timely signsProvided that Employee (a) executes this Agreement and returns a copy of this Agreement signed by Employee to the Company care of Xxxxxx Xxxx, datesSenior Vice President and Chief Human Resources Officer, returnsat Xxxxxx.Xxxx@xx.xxx so that it is received by Mr. Gold no later than June 13, and 2024; (b) does not revoke (iexercise Employee's revocation right as set forth in Section 6(d) this Agreement in accordance with Section 24 of this Agreementbelow; and so long as Executive is not in breach (c) abides by each of his obligations under this AgreementEmployee's commitments set forth herein, then the Company will provide Executive the following (the “Severance Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”):then: (a) A cash payment The Company shall pay to Employee a total amount equal to six $2,362,500, less applicable taxes and withholdings (6) the "Severance Payment"), which amount represents 1.5 times Executive’s monthly Employee's annual base salary in (without giving effect on to the Separation Date, gross, monthly stipend Employee has received for service as the Company's Interim Chief Executive Officer) plus 1.5 times Employee's target annual bonus. The Severance Payment shall be paid in a lump sum by on the Payment Date Company's first payroll date that comes after the date that the Release Revocation Period (“Severance Months”);as defined below) has expired without Employee having exercised his revocation right. (b) A cash payment equal to The Company will provide Employee with a prorated pro-rata annual bonus, if any, for 2024 (to the Separation Date) portion "Pro-Rata Bonus"), which Pro-Rata Bonus, if any, shall take into consideration the period of time in 2024 in which Employee was employed by the Company and actual Company results, and be determined at the discretion of the amount that Executive would have received under Pandora MediaCompany's Board of Directors. The Pro-Rata Bonus, Inc.’s Corporate Incentive Plan if any, will be paid to Employee when annual bonuses for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers then-active employees of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Mediaare paid, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made but no later than March 15, 2018;2025. (c) So long On the date that the Severance Payment is paid, the Company will provide Employee with an additional payment of $600,000, less applicable taxes and withholdings (the "Retention Payment"), which payment represents the one-time cash payment payable five months after the effective date of the Retention Arrangement (as Executive timely elects defined below) or potentially earlier following certain separations from employment. (and remains eligible ford) health benefits continuation For that portion of the 18-month period following the Separation Date (the "COBRA Period") that Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), payment by to continue coverage under the Company's group health plans pursuant to COBRA for Employee and Employee's eligible dependents, then the Company of Executive’s applicable will cause Employee to be charged active employee rates for the premiums (including spouse or family coverage if Executive had to effect and continue such coverage on (the Separation Date) for such continuation coverage under "COBRA (payable as and when such payments become due) during Benefit"). Employee shall be eligible to receive the period commencing on the Separation Date and ending on COBRA Benefit until the earliest of: (i) the last date of the COBRA Period; and (ii) the date Employee is no longer eligible to occur of (a) six (6) months following the Separation Datereceive COBRA continuation coverage, and (biii) the date on which the Executive and Executive’s covered dependents, if any, become Employee becomes eligible for to receive coverage under a group health insurance coverage through plan sponsored by another employer. Employee acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due with respect to such continuation coverage will remain Employee's sole responsibility. The Severance Payment, or becomes otherwise covered under another group health plan; (d) Reasonable outplacement Pro-Rata Bonus, Retention Payment, and career continuation services by a firm COBRA Benefit are collectively referred to be selected by herein as the Company for up to three (3) months following "Separation Benefits." Employee acknowledges that the Separation Date, if Executive elects to participate in such services; and (e) The following vesting schedule: i. Effective on Benefits are the Effective Date, accelerated vesting by six (6) months of all outstanding Company stock options held by Executive as entirety of the Separation Date; provided thatseverance pay and benefits for which he is eligible as a result of, in lieu of the foregoingand following, stock options that do not vest monthly will be accelerated through six (6) months following the Separation Date as if such stock option had been on a monthly vesting schedule through Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx the original vesting period; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(i). ii. Effective on the Effective Date, accelerated vesting by six (6) months of all outstanding non-performance-based equity awards, restricted stock, restricted stock units or RSUs (“Non-Performance RSUs”), held by Executive as of the Separation Date; provided that, in lieu of the foregoing, Non-Performance- RSUs that do not vest monthly will be accelerated through six (6) months following the Separation Date, as if such equity award had been on a monthly vesting schedule through the original vesting period, but only if the date reflecting the number of Severance Months above past the Separation Date is later than such equity award’s originally scheduled vesting date; provided that the parties agree that Attachment A correctly sets forth all outstanding Non-Performance RSUs held by Executive and the Non-Performance RSUs to be accelerated under this Section 3(e)(ii). iii. Continued eligibility for the vesting of market stock units (“MSUs”), performance-based restricted stock units (“PSUs”) (collectively “Performance Awards”) based on the achievement of the Performance Award vesting conditions on the applicable Vesting Dates (as such term is defined in the applicable Notice(s) of Performance Award Grant; provided that the parties agree that Attachment A correctly sets forth the Performance Awards Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx (MSUs and PSUs) eligible for continued vesting under this Section 3(e)(iii); and iv. provided, that all remaining stock options, restricted stock, restricted stock units or other equity-based awards, or performance-based restricted stock units, or portions thereof, that do not vest in accordance his separation from employment with this Agreement shall be forfeited and cancelled by the Company. All payments made to For the avoidance of doubt, Employee acknowledges and agrees that Employee is not eligible for any further or additional severance pay or benefits pursuant to: (i) that certain agreement entered into between the Company and Employee in April 2024 (as memorialized in that letter agreement signed by Employee on April 25, 2024) regarding Employee's additional terms and conditions of employment as Interim Chief Executive or on Executive’s behalf under this Agreement will be subject to payroll withholding requirements Officer (the "Retention Arrangement"), (ii) the letter agreement entered into between the Company and Employee effective as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement October 2, 2023 (and which signed by Employee on September 29, 2023) setting forth terms and conditions of Employee's employment as Interim Chief Executive Officer (the Company would dispute"Prior Letter Agreement"), (iii) under the Offer Letter and in lieu of any payments or benefits to which Pitney Xxxxx Senior Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Company, including, without limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees as amended and acknowledges that, restated effective as of September 11, 2023 (as may be amended or restated from time to time, the date he executes this Agreement, Executive has been paid all compensation due and owing through such signature date, including any then-earned wages, salary, bonuses, commissions or incentives, accrued but unused PTO, reimbursable expenses (previously submitted to the Company), and any and all other benefit payment and/or other payment or compensation of any type (except for Executive’s final paycheck, which shall include any balance of accrued but unused PTO as of the Separation Date, and as otherwise explicitly provided in this Agreement with respect to severance benefits under the Company’s "Senior Executive Severance Policy"), the Pitney Xxxxx Xxxxxxxxx Pay Plan, as amended and restated effective October 1, 2023 (as may be amended of restated from time to time, the "Severance Pay Plan"), or (iv) and that no further payments any other agreement, policy, plan, or amounts are owed practice of the Company or will be owed. Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxxany other Company Party.