Common use of Termination Payments/Benefits Clause in Contracts

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply: (i) The Company shall pay you an amount in cash equal to the product of (A) two (2), multiplied by (B) the sum of your Salary and Target Bonus (each at the rate in effect on the date of termination and without taking into account any reduction giving rise to Good Reason) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) The Company shall pay you any earned but unpaid Bonus for the fiscal year preceding the fiscal year in which termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end of the Severance Period, or (B) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law; (iv) The Sign-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provide, as applicable, the Accrued Compensation and Benefits.

Termination Payments/Benefits. In the event that your Executive’s employment terminates under paragraph 11(a8(b) during the Term hereof, subject to paragraph 18, Executive shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which Executive is terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (bthe “Accrued Obligations”), you shall thereafter receive the compensation payable within thirty (30) days following Executive’s termination date, and benefits described below and (y) subject to Executive’s compliance with paragraph 8(f) hereunder, the following shall applypayments and benefits: (i) The Company shall pay you an a severance amount in cash equal to the product twelve (12) months of (A) two (2Executive’s then current base Salary described in paragraph 3(a), multiplied payable in accordance with OUTFRONT’s then effective payroll practices (the “Severance Payment”); (ii) a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro-Rata Bonus”). The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by March 15 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines; (Biii) all outstanding equity awards (or portions thereof) granted to Executive on or after the sum commencement of your Salary the Term in connection with Executive’s employment with OUTFRONT shall accelerate and Target Bonus (each at the rate vest immediately in effect full on the date of Executive’s termination of employment and without taking into account be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any reduction giving rise to Good Reasonsuch award under Section 162(m) of the Internal Revenue Code (the “Salary and Target Bonus SeveranceSection 162(m)”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of termination such award shall vest if and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments shall be made prior to the date on which extent the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning Compensation Committee of the second (2nd) Board certifies that a level of the performance goal relating to such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year award has been met, or, if later, the first regularly scheduled Company payroll date occurring after Release Effective Date (as defined below), and shall be settled within ten (10) business days thereafter; provided, further, that with respect to such awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) is not required in order to ensure the deductibility of any such award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release becomes effective Effective Date and irrevocable);be settled within ten (10) business days thereafter; and (iiiv) The Company shall pay you any earned but unpaid Bonus to the extent that the Termination Without Cause or Termination for Good Reason is considered a “separation from service” within the fiscal year preceding the fiscal year meaning of Section 409A, and which results in which termination Executive’s loss of your employment occurs (based on actual performance of the applicable performance metrics eligibility for such fiscal year) (the “Earned Bonus” andmedical and/or dental benefits under OUTFRONT’s then effective benefit plans, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment Executive shall be made prior eligible for continued coverage under the existing plans applicable to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider Executive and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your continued medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating pursuant to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 Act, 29 U.S.C. section 1161 et seq. (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end date that is twelve (12) months from the date of the Severance PeriodExecutive’s termination, or (B) the date on which you become Executive becomes eligible for medical and/or and dental coverage from a third-party employer. If Executive elects to continue Executive’s coverage under OUTFRONT’s medical and/or dental plans under COBRA, and if Executive signs the release described in paragraph 8(f) hereof, OUTFRONT will provide Executive’s coverage at no cost for a time period up to twelve (12) months (assuming Executive does not become covered under another employer; provided, that, during the group plan sooner). Any COBRA coverage beyond this time period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your at Executive’s own cost. The amount OUTFRONT will pay for continued medical and/ or dental COBRA coverage following Executive’s Termination Without Cause or Termination for Good Reason, if any, will be treated as taxable income for tax purposes and the Company will be reported on a Form W-2, and OUTFRONT may withhold taxes from your termination payments Executive’s compensation for this purpose; and provided. The parties agree that, furtherconsistent with the provisions of Section 409A, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balancefollowing in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit. The Severance Payment is in lieu of any other severance or income continuation or protection under any OUTFRONT plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in this paragraph 8(c)). Each payment under this paragraph 8(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph 8(c) that is not made during the period following Executive’s Termination Without Cause or Termination for Good Reason because Executive has not executed the release described in paragraph 8(f), shall be paid to Executive in a single lump sum on the first payroll date following the last day of the period required Release Effective Date (as defined in paragraph 8(f)); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph 8(f). Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by law; OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (iva “409A Termination”) The Signand if any portion of Executive’s base salary or Pro-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award Rata Bonus that would have vested if you had remained in continued employment with be paid to Executive (for Termination Without Cause or Termination for Good Reason) during the Company through six-month period following such 409A Termination constitutes deferred compensation (within the end meaning of Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the Severance Period seventh month following the month in which Executive’s 409A Termination occurs or (or such lesser number of RSUs subject to B) Executive’s death (the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarityapplicable date, the Sign“Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of base salary and/or Pro-on Award Rata Bonus, if any, shall remain outstanding and eligible be paid to vest pursuant Executive or to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provideExecutive’s estate, as applicable, by payment of Executive’s base salary on regular payroll dates commencing with the Accrued Compensation payroll date that follows the Permissible Payment Date and Benefitsby payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date.

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall apply:withholding taxes: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ March 29, 2010 (i) The Company shall pay you an amount in cash A lump sum payment equal to the product of (A) two (2)2.5 times your Annual Salary, multiplied by (B) the sum of your Salary and Target Bonus (each at the rate as in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the termination of your employment; (ii) A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without taking into account regard to any reduction giving rise discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to Good Reasonall similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive under the terms of the Annual Incentive Plan for the year of termination; (iii) A lump sum payment equal to 2.5 times your target Annual Incentive in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the termination of your employment; (iv) A lump sum, payable within thirty (30) days after the termination of your employment, equal to the sum of: (A) the excess, if any, of (1) the actuarial equivalent of the benefit under the Scripps Networks Interactive Pension Plan or its successor (the “Salary Pension Plan”) and Target Bonus Severancethe Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan or its successor (the “SERP”)) (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) that you would have received under the terms of those plans as in effect on January 1, payable 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the day immediately following your date of termination and ending on the twenty-four date that you would have attained both age 55 with at least 10 “years of service” (24)-month anniversary thereof within the meaning of the SERP as in effect on January 1, 2010), assuming for this purpose that: (x) your age and vesting service (but not your benefits service) is increased by the “Severance Period”); provided number of years that no such payments you are deemed to be so employed, and (y) the rate of base salary and bonus for each year that you are deemed to be so employed shall be made prior determined by reference to the date on which the Release becomes effective your Annual Salary and irrevocable andAnnual Incentive, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two over (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) The Company shall pay you any earned but unpaid Bonus for the fiscal year preceding the fiscal year in which termination actuarial equivalent of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end of the Severance Period, or (B) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balancebenefit, if any, under the Pension Plan and the SERP (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the period required by law; (ivPension Plan for computing lump sum benefit payments at any time during the Term) The Sign-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the your date of termination, plus (B) upon an amount, if any, equal to the sum of the Nonelective Contributions as defined under the Scripps Networks Interactive 401K Savings Plan and Supplemental Contributions as defined under the Scripps Networks Interactive, Inc. Supplemental Contribution Plan (or their successors) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period commencing on the day immediately following your date on which the Release becomes effective of termination and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) ending on the date that you would have attained both age 55 with at least 10 “years of service” (within the meaning of the SERP as in effect on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provideJanuary 1, as applicable▇▇▇▇ ▇. ▇▇▇▇▇▇▇ March 29, the Accrued Compensation and Benefits.2010

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes: (i) The Company shall pay you an amount in cash A lump sum payment equal to the product of (A) two (2)three times your Annual Salary, multiplied by (B) the sum of your Salary and Target Bonus (each at the rate as in effect on the date of termination and without taking into account any reduction giving rise to Good Reason) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments which your employment terminates. Such payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two within thirty (230) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning days of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)termination of your employment; (ii) The Company shall pay you any earned but unpaid Bonus A lump sum payment equal to your Annual Incentive that would have been payable for the fiscal calendar year preceding the fiscal year in which termination of your employment occurs (termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ March 29, 2010 of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all senior executive officers in the plan who did not terminate employment), pro-rated for the portion of the applicable performance metrics for such fiscal year) (year through the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives date of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus termination. Such payment shall be made prior at the same time that payments are made to other participants in the date on which the Release becomes effective Annual Incentive Plan for that year and irrevocable and, if the aggregate period during which shall be in lieu of any Annual Incentive that you are would have otherwise been entitled to consider and/or revoke receive under the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning terms of the second (2nd) such calendar Annual Incentive Plan for the year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)of termination; (iii) Provided you validly elect continuation of A lump sum payment equal to two times your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections target Annual Incentive in effect as of the date of termination) until the earlier of (A) the end of the Severance Period, or (B) on the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy your employment terminates. Such payment shall be made within thirty (or such other amounts as may be required by law30) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, days of the period required by lawtermination of your employment; (iv) The SignAny outstanding equity awards (including but not limited to, stock options and restricted shares) shall immediately vest in full, with all vested options (including options vesting pursuant to this subclause (iv)) remaining exercisable for the remainder of their original terms; provided, however, that any outstanding performance-on Award shall vest based restricted shares granted with respect to the number of RSUs subject to the Sign-on Award that would have a performance period commencing after January 1, 2009 will only become fully vested if you had remained in continued employment with the Company through at the end of the Severance Period (or such lesser number of RSUs subject applicable performance period, and then only to the Sign-on Award extent that remain unvested as of the date of termination) upon Company achieved the date on which the Release becomes effective and irrevocable (and, applicable performance goals for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); andthat performance period; (v) The To the extent you (and/or your spouse or eligible dependents) are enrolled in a Company medical and/or dental plan at the time your employment terminates and you elect to continue such coverage under COBRA or you are eligible for and elect early retiree medical benefits, the Company shall pay continue, for the 24-month period beginning on the date of your termination of employment, to provide to you and/or your spouse or provide, as applicable, eligible dependents medical and/or dental coverage substantially equivalent to the Accrued Compensation and Benefits.coverage provided to you and/or your spouse or eligible dependents immediately prior to the date of your termination of employment; and

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a11(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes: (i) The Company shall pay you an amount in cash A lump sum payment equal to the product of (A) two (2)three times your Annual Salary, multiplied by (B) the sum of your Salary and Target Bonus (each at the rate as in effect on the date of termination and without taking into account any reduction giving rise to Good Reason) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments which your employment terminates. Such payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two within thirty (230) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning days of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)termination of your employment; (ii) The Company shall pay you A lump sum payment equal to any earned but unpaid Bonus bonus under the Annual Incentive Plan for the fiscal year preceding the fiscal year in which termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid prior to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your medical termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and dental coverage under Section 4980B(f) without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all senior executive officers in the plan who did not terminate employment), pro-rated for the portion of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of year through the date of termination) until . Such payment shall be made at the earlier same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of (A) any Annual Incentive that you would have otherwise been entitled to receive under the end terms of the Severance Period, or (B) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense Annual Incentive Plan for the balance, if any, year of the period required by lawtermination; (iv) The Sign-on Award shall vest with respect A lump sum payment equal to the number of RSUs subject to the Sign-on Award that would have vested if you had remained two times your target Annual Incentive in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the Release becomes effective termination of your employment; (v) Any outstanding equity awards (including but not limited to, the One-Time LTI Grant and irrevocable the Succession LTI Grant) shall immediately vest in full, with all vested options (including options vesting pursuant to this subclause (iv)) remaining exercisable for the remainder of their original terms; provided, however, that any outstanding performance-based restricted shares granted with a performance period commencing after January 1, 2014 will only become fully vested at the end of the applicable performance period, and will be forfeited then only to the extent that the Company achieved the applicable performance goals for that performance period; (vi) To the extent you (and/or your spouse or eligible dependents) are enrolled in a Company medical and/or dental plan at the time your employment terminates and you elect to continue such coverage under COBRA or you are eligible for and elect early retiree medical benefits, the Company shall continue, for the 24-month period beginning on the sixtieth (60th) day following the date of such your termination of employment if such Sign-on Award (employment, to provide to you and/or your spouse or portion thereof) does not vest on eligible dependents medical and/or dental coverage substantially equivalent to the coverage provided to you and/or your spouse or before such date)eligible dependents immediately prior to the date of your termination of employment; and (vvii) The Company shall pay or provide, as applicabletake all steps reasonably necessary to continue the life insurance coverage pursuant to the policy then covering the employees of the Company (and if the policy cannot be continued in its then-current form, the Accrued Compensation and BenefitsCompany shall exercise any required conversion features to continue the policy) in the amount then furnished to the Company employees, at no cost to you, until the end of the Term. The amount of such coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer.

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply: (i) The Company shall pay you an amount in cash equal to the product of (A) two (2), multiplied by (B) the sum of your Salary and Target Bonus (each at the rate in effect on the date of termination and without taking into account any reduction giving rise to Good Reason) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) The Company shall pay you any earned but unpaid Bonus for the fiscal year preceding the fiscal year in which termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end of the Severance Period, or (B) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law; (iv) The Sign-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award thereto that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or with respect to such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provide, as applicable, the Accrued Compensation and Benefits.

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (b), 8(c) during the Term hereof you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes as follows: (i) The Company shall pay you an amount in cash equal to the product of eighteen (A18) two (2), multiplied by (B) the sum months of your then current base Salary and Target Bonus (each at the rate described in effect on the date of termination and without taking into account any reduction giving rise to Good Reasonparagraph 3(a) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the CompanyCBS’s then effective payroll practices (your “Regular Payroll Amount”) as follows: a. beginning on the regular payroll practices during the period commencing date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the date of termination and ending Regular Payroll Dates that occur on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) The Company shall pay you any earned but unpaid Bonus for the fiscal year preceding the fiscal year in which termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than or before March 15th of the fiscal calendar year following the calendar year in which your employment terminates); provided ; b. beginning with the first Regular Payroll Date after March 15th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the calendar year in which your termination occurs, $490,000 for 2009) provided, however, that in no Earned Bonus event shall payment shall be made prior to the date on which the Release becomes effective and irrevocable andyou pursuant to this paragraph ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ As of November 17, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (22008 8(d)(i)(b) calendar years, no Earned Bonus payment shall be made prior to the beginning later than December 31st of the second (2nd) such calendar year following your termination of employment; and c. the balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of the final payment pursuant to paragraph 8(d)(i)(b); provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any payment otherwise payable prior thereto shall instead portion of your Regular Payroll Amount that would be paid on to you during the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to six-month period following your termination of employment pursuant to this paragraph 11 constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall continue at the same level and cost be paid to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end first business day of the Severance Period, seventh month following the month in which your termination of employment occurs or (B) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 8(d)(i)(a), (b) or (c), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 8(d)(i) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A. (ii) eighteen (18) months of bonus, determined and paid as follows: a. an amount equal to your Target Bonus in effect on the date of your termination (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason), prorated for the number of calendar days remaining in the calendar year in which your employment terminates, and payable between January 1st and February 28th of the calendar year following the calendar year in which your employment terminates; provided, however, that to the extent (x) you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination, (y) your date of termination pursuant to paragraph 8(b) or (c) occurs after June 30th of the calendar year, and (z) the prorated bonus described in this paragraph 8(d)(ii)(a) is determined to constitute deferred compensation (within the meaning of Code Section 409A), then such prorated bonus shall not be paid to you until the first business day of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ As of November 17, 2008 seventh month following the month in which your termination of employment occurs or your death, if earlier. Each payment pursuant to this paragraph 8(d)(ii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A; b. an amount equal to your Target Bonus in effect on the date of your termination (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason), and payable between January 1st and February 28th of the second calendar year following the calendar year in which your employment terminates; provided, however, that if the 18th month anniversary of the date of your termination of employment (the “18th Month Anniversary”) occurs in the calendar year following the calendar year in which your employment terminates, then the Target Bonus shall be prorated for the number of calendar days in the calendar year following the calendar year in which your employment terminates that occur on or before the 18th Month Anniversary; and c. if the 18th Month Anniversary occurs in the second calendar year following the calendar year in which your employment terminates, an amount equal to your Target Bonus in effect on the date of your termination (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason), prorated for the number of calendar days in the second calendar year following the calendar year in which your employment terminates that occur on or before the 18th Month Anniversary, and payable between January 1st and February 28th of the third calendar year following the calendar year in which your employment terminates. (iii) medical and dental insurance coverage for you and your eligible dependents provided under company paid COBRA benefits at no cost to you (except as hereafter described) pursuant to the CBS benefit plans in which you participated in at the time of your termination of employment or, if different, other benefit plans available to senior level executives for a period of eighteen (18) months, or if earlier, the date on which you become eligible for medical and/or or dental coverage as the case may be from another employera third party; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA subsidy premiums ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ As of November 17, 2008 (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; (iv) The Sign-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award that would have vested if you had remained in continued employment with the Company through life insurance coverage until the end of the Severance Period Term pursuant to CBS’s then current policy in the amount then furnished to CBS employees at no cost (or such lesser number the amount of RSUs subject which coverage will be reduced to the Signamount of life insurance coverage furnished to you at no cost by a third party employer); (v) The following with respect to long-term incentive awards granted to you under the CBS 2004 Long-Term Management Incentive Plan and any predecessor or successor CBS Corporation Long-Term Management Incentive Plans (the “LTMIP”): a. All awards of stock options that have not vested and become exercisable on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. b. All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months after the termination date or the period provided in accordance with the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. c. All awards of restricted share units (the “RSUs”) that would otherwise vest on or before the end of an eighteen (18) month period following the date of your termination shall accelerate and vest immediately on the date of termination and be settled within ten (10) business days thereafter; [provided, however, that to the extend the vesting of any ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ As of November 17, 2008 such RSUs is contingent upon satisfaction of specified performance criteria in accordance with the requirements of Internal Revenue Code Section 162(m) (“Code Section 162(m)”), such RSUs shall vest if and when the CBS Compensation Committee determines that the performance criteria relating to such RSUs has been met and be settled within ten (10) business days thereafter; andprovided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be settled on the earlier of (i) the first business day of the seventh month following the month in which your termination of employment occurs or (ii) your death. d. All awards of restricted shares that would otherwise vest on or before the end of an eighteen (v18) month period thereafter shall accelerate and vest immediately on the date of termination. You shall be required to mitigate the amount of any payment provided for in (i) of this paragraph 8(d) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided, that mitigation shall not be required, and no reduction for other compensation shall be made for earnings for services provided during the first twelve (12) months after the termination of your employment. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The Company shall pay payments provided for in (i) above are in lieu of any other severance or provide, as applicable, the Accrued Compensation and Benefitsincome continuation or protection under any CBS plan that may now or hereafter exist.

Termination Payments/Benefits. In the event that your Executive’s employment terminates under paragraph 11(a‎8(b) during the Term hereof, subject to paragraph ‎18, Executive shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which Executive is terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (bthe “Accrued Obligations”), you shall thereafter receive the compensation payable within thirty (30) days following Executive’s termination date, and benefits described below and (y) subject to Executive’s compliance with paragraph ‎8(f) hereunder, the following shall applypayments and benefits: (i) The Company shall pay you an a severance amount in cash equal to the product twelve (12) months of (A) two (2), multiplied by (B) the sum of your Executive’s then current base Salary and Target Bonus (each at the rate described in effect on the date of termination and without taking into account any reduction giving rise to Good Reason) (the “Salary and Target Bonus Severance”paragraph ‎3(a), payable in substantially equal installments in accordance with the CompanyOUTFRONT’s regular then effective payroll practices during the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance PeriodPayment”); provided that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro-Rata Bonus”). The Company precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable OUTFRONT executives, and such bonus, if any, less applicable deductions and withholding taxes, shall pay you any earned but unpaid Bonus for be payable by March 15 of the fiscal calendar year preceding following the fiscal calendar year in which the termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together in accordance with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)EBP guidelines; (iii) Provided you validly elect continuation to the extent that the Termination Without Cause or termination for Good Reason is considered a “separation from service” within the meaning of your Section 409A, and which results in the Executive’s loss of eligibility for medical and/or dental benefits under OUTFRONT’s then effective benefit plans, Executive shall be eligible for continued coverage under the existing plans applicable to Executive and/or continued medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating pursuant to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 Act, 29 U.S.C. Section 1161 et seq. (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end date that is twelve (12) months from the date of the Severance PeriodExecutive’s termination, or (B) the date on which you become Executive becomes eligible for medical and/or and dental coverage from a third-party employer. If Executive elects to continue Executive’s coverage under OUTFRONT’s medical and/or dental plans under COBRA or other applicable state law, and if Executive signs the release described in paragraph ‎8(f) hereof, OUTFRONT will provide Executive’s coverage at no cost for a time period up to twelve (12) months (assuming Executive does not become covered under another employer; providedgroup plan sooner). Any COBRA or analogous state law coverage beyond this time period will be at Executive’s own cost. The amount OUTFRONT will pay for continued medical and/or dental COBRA coverage following Executive’s Termination Without Cause or termination for Good Reason, thatif any, during the period that the Company provides you with this coverage, an amount equal will be treated as taxable income to the total applicable COBRA subsidy (or such other amounts as may be extent required by law) law and will be included in your income for tax purposes reported on a Form W-2, and the Company OUTFRONT may withhold taxes from your termination payments Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit; and (iv) all outstanding equity awards granted to Executive on or after the date of this Agreement in connection with Executive’s employment with OUTFRONT shall accelerate and vest immediately in full on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event, and limited to the extent, that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Internal Revenue Code of 1986, as amended, (“Section 162(m)”), such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards has been met, or, if later, the Release Effective Date (as defined in paragraph 8(f)), and shall be settled within ten (10) business days thereafter; provided, further, that you with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m), is not required in order to ensure the deductibility of any such award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. The Severance Payment is in lieu of any other severance or income continuation or protection under any OUTFRONT plan, program or agreement that may elect now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to continue your medical be in addition to the type of payments and dental coverage benefits described in this paragraph ‎8(c)). Each payment under COBRA at your own expense this paragraph ‎8(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph ‎8(c) that is not made during the balanceperiod following Executive’s Termination Without Cause or termination for Good Reason because Executive has not executed the release described in paragraph ‎8(f), shall be paid to Executive in a single lump sum on the first payroll date following the last day of the Release Effective Date (as defined in paragraph ‎8(f)); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph ‎8(f). Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s Salary or Pro-Rata Bonus that would be paid to the Executive (for Termination Without Cause or termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of Salary and/or Pro-Rata Bonus, if any, of the period required by law; (iv) The Sign-on Award shall vest with respect be paid to the number of RSUs subject Executive or to the Sign-on Award that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provideExecutive’s estate, as applicable, by payment of Executive’s Salary on regular payroll dates commencing with the Accrued Compensation payroll date that follows the Permissible Payment Date and Benefitsby payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date.

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall apply:withholding taxes: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ March 29, 2010 (i) The Company shall pay you an amount in cash A lump sum payment equal to the product of (A) two (2)2.5 times your Annual Salary, multiplied by (B) the sum of your Salary and Target Bonus (each at the rate as in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the termination of your employment; (ii) A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without taking into account regard to any reduction giving rise discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to Good Reasonall similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive under the terms of the Annual Incentive Plan for the year of termination; (iii) A lump sum payment equal to 2.5 times your target Annual Incentive in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of the termination of your employment; (iv) A lump sum, payable within thirty (30) days after the termination of your employment, equal to the sum of: (A) the excess, if any, of (1) the actuarial equivalent of the benefit under the Scripps Networks Interactive Pension Plan or its successor (the “Salary Pension Plan”) and Target Bonus Severancethe Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan or its successor (the “SERP”)) (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the Pension Plan for computing lump sum benefit payments at any time during the Term) that you would have received under the terms of those plans as in effect on January 1, payable 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the day immediately following your date of termination and ending on the twenty-four date that you would have attained both age 55 with at least 10 “years of service” (24)-month anniversary thereof within the meaning of the SERP as in effect on January 1, 2010), assuming for this purpose that: (x) your age and vesting service (but not your benefits service) is increased by the “Severance Period”); provided number of years that no such payments you are deemed to be so employed, and (y) the rate of base salary and bonus for each year that you are deemed to be so employed shall be made prior determined by reference to the date on which the Release becomes effective your Annual Salary and irrevocable andAnnual Incentive, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two over (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (ii) The Company shall pay you any earned but unpaid Bonus for the fiscal year preceding the fiscal year in which termination actuarial equivalent of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable); (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end of the Severance Period, or (B) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balancebenefit, if any, under the Pension Plan and the SERP (utilizing actuarial assumptions and factors no less favorable to you than the most favorable of those in effect under the period required by law; (ivPension Plan for computing lump sum benefit payments at any time during the Term) The Sign-on Award shall vest with respect to the number of RSUs subject to the Sign-on Award that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the your date of termination, plus (B) upon an amount, if any, equal to the sum of the Nonelective Contributions as defined under the Scripps Networks Interactive 401K Savings Plan and Supplemental Contributions as defined under the Scripps Networks Interactive, Inc. Supplemental Contribution Plan (or their successors) that you would have received under the terms of those plans as in effect on January 1, 2010, or if more favorable to you, on your termination of employment, if your employment had continued for a number of years (or fractions thereof) in the period commencing on the day immediately following your date on which the Release becomes effective of termination and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) ending on the date that you would have attained both age 55 with at least 10 “years of service” (within the meaning of the SERP as in effect on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provideJanuary 1, as applicable▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ March 29, the Accrued Compensation and Benefits.2010

Termination Payments/Benefits. In Subject to paragraph 11, in the event that your employment terminates under paragraph 11(a10(b) or (bc), or in the event that the Company provides notice to you in accordance with paragraph 1 that it does not intend to continue to employ you beyond the expiration of the Term and your employment hereunder ends as a result, you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes: (i) The Company shall pay you an amount in cash A lump sum payment equal to the product of (A) two (2), multiplied by and (B) the sum of your Annual Salary and Target Bonus (your target Annual Incentive, in each at the rate case as in effect on the date of termination and without taking into account on which your employment terminates, but prior to any reduction giving rise to that would qualify as a Good Reason) (the “Salary and Target Bonus Severance”), payable in substantially equal installments in accordance with the Company’s regular payroll practices during the period commencing on the date of Reason termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments event. Such payment shall be made prior to the date on which within twenty (20) days after the Release described in paragraph 11 becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)accordance with its terms; (ii) The Company shall pay you any earned but unpaid Bonus A lump sum payment equal to your Annual Incentive that would have been payable for the fiscal calendar year preceding the fiscal year in which termination of your employment occurs (termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the applicable performance metrics for such fiscal year) (year through the “Earned Bonus” and, together with date of termination. Such payment shall be made at the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses same time that payments are generally paid made to other senior executives of participants in the Company Annual Incentive Plan for the fiscal that year preceding the year in which your employment terminates (but in no event later than March 15th 15 of the fiscal year in immediately following the fiscal year during which your employment terminates); provided that no Earned Bonus payment the date of termination occurs) and shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which in lieu of any Annual Incentive that you are would have otherwise been entitled to consider and/or revoke receive under the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning terms of the second (2nd) such calendar Annual Incentive Plan for the year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)of termination; (iii) Provided you validly elect continuation of your Subject to compliance with paragraph 11, medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 COBRA (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your or early retiree medical if eligible for such coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue elected) at the same level and no cost to you (except as if you remained an employee hereafter described) pursuant to the plans then covering the employees of the Company (based on until the second anniversary of your elections in effect as of the date of termination) until the earlier of (A) the end of the Severance Periodtermination or, or (B) if earlier, the date on which you become eligible for medical and/or and dental coverage from another employera third party, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA COBRA, if applicable, at your own expense for the balance, if any, of the period required by law;; and (iv) The Sign-on Award Subject to compliance with paragraph 11, the Company shall vest with respect take all steps reasonably necessary to continue the life insurance coverage pursuant to the number policy then covering the employees of RSUs subject the Company (and if the policy cannot be continued in its then-current form, the Company shall exercise any required conversion features to continue the policy) in the amount then furnished to the Sign-on Award that would have vested if you had remained in continued employment with the Company through employees, at no cost to you, until the end of the Severance Period (or Term. The amount of such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and coverage will be forfeited on reduced by the sixtieth (60th) day following the date amount of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provide, as applicable, the Accrued Compensation and Benefitslife insurance coverage furnished to you at no cost by a third party employer.

Termination Payments/Benefits. In the event that your Executive’s employment terminates under paragraph 11(a‎8‎(b) during the Term hereof, subject to paragraph ‎18, Executive shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which Executive is terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (bthe “Accrued Obligations”), you shall thereafter receive the compensation payable within thirty (30) days following Executive’s termination date, and benefits described below and (y) subject to Executive’s compliance with paragraph ‎8‎(g) hereunder, the following shall applypayments and benefits: (i) The Company shall pay you an a severance amount in cash equal to the product of (A) two twelve (2), multiplied by 12) months of Executive’s then current base Salary described in paragraph ‎3(a) and (B) the sum of your Salary and Executive’s Target Bonus (each in effect at the rate in effect on the date time of termination and without taking into account any reduction giving rise to Good Reason(or, if Executive’s Target Bonus has been reduced, Executive’s highest Target Bonus during the Term) (the “Salary and Target Bonus SeveranceSeverance Payment”), payable ratably in substantially equal installments in accordance with OUTFRONT’s then effective payroll practices, over a twelve (12) month period beginning on the Company’s regular payroll practices during date next following Executive’s termination date. Executive shall not be required to mitigate the period commencing on the date of termination and ending on the twenty-four (24)-month anniversary thereof (the “Severance Period”); provided that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Salary and Target Bonus Severance payments shall be made prior to the beginning amount of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)Severance Payment by seeking other employment; (ii) a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro-Rata Bonus”). The Company precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable executives, and such bonus, if any, less applicable deductions and withholding taxes, shall pay you any earned but unpaid Bonus for be payable by March 15 of the fiscal calendar year preceding following the fiscal calendar year in which the termination of your employment occurs (based on actual performance of the applicable performance metrics for such fiscal year) (the “Earned Bonus” and, together in accordance with the Salary and Target Bonus Severance, the “Cash Severance”), payable as and when annual bonuses are generally paid to other senior executives of the Company for the fiscal year preceding the year in which your employment terminates (but in no event later than March 15th of the fiscal year in which your employment terminates); provided that no Earned Bonus payment shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which you are entitled to consider and/or revoke the Release spans two (2) calendar years, no Earned Bonus payment shall be made prior to the beginning of the second (2nd) such calendar year (and any payment otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable)EBP guidelines; (iii) Provided you validly elect continuation of your medical and dental if Executive elects to continue Executive’s coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage OUTFRONT’s medical and/or dental plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 Act, 29 U.S.C. Section 1161 et seq. (“COBRA”)), your and if Executive signs the release described in paragraph ‎8‎(g) hereof, OUTFRONT will provide Executive’s coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11 shall continue at the same level and no cost to you as if you remained an employee of the Company (based on your elections in effect as of the date of termination) until the earlier of (A) the end date that is twelve (12) months from the date of the Severance PeriodExecutive’s termination, or (B) the date on which you become Executive becomes eligible for medical and/or and dental coverage from another a third-party employer; provided, that, during the . Any - 10 - COBRA coverage beyond this time period that the Company provides you with this coverage, an amount equal to the total applicable COBRA subsidy (or such other amounts as may be required by law) will be included in your at Executive’s own cost. The amount OUTFRONT will pay for continued medical and/ or dental COBRA coverage following Executive’s Termination Without Cause or termination for Good Reason, if any, will be treated as taxable income for tax purposes and the Company will be reported on a Form W-2, and OUTFRONT may withhold taxes from your termination payments Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit; and (A) all outstanding OUTFRONT equity awards granted to Executive prior to January 1, 2017, including portions thereof, that would otherwise vest on or before the end of the twelve (12) month period following the date of Executive’s termination shall accelerate and vest immediately on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); and (B) all outstanding OUTFRONT equity awards granted to Executive on or after January 1, 2017 shall accelerate and vest immediately in full on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to any awards (regardless of date of grant) that remain subject to performance-based vesting conditions on Executive’s termination date, in the event, and limited to the extent, that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Internal Revenue Code of 1986, as amended, such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards have been met, or, if later, the Release Effective Date (as defined in paragraph ‎8‎(g)), and shall be settled within ten (10) business days thereafter; provided, further, that you with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended, is not required in order to ensure the deductibility of any such award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Executive shall not be required to mitigate the amount of any payment provided for in this paragraph ‎8(c) by seeking other employment. The payments provided for in this paragraph ‎8(c) - 11 - are in lieu of any other severance or income continuation or protection under any OUTFRONT plan, program or agreement that may elect now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to continue your medical be in addition to the type of payments and dental coverage benefits described in this paragraph ‎8(c)). Each payment under COBRA at your own expense this paragraph ‎8(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph ‎8(c) that is not made during the balanceperiod following Executive’s Termination Without Cause or termination for Good Reason because Executive has not executed the release described in paragraph ‎8‎(g), shall be paid to Executive in a single lump sum on the first payroll date following the last day of the Release Effective Date (as defined in paragraph ‎8‎(g)); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph ‎8‎(g). Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s Severance Payment or Pro-Rata Bonus that would be paid to Executive (for Termination Without Cause or termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of the Severance Payment and/or Pro-Rata Bonus, if any, of the period required by law; (iv) The Sign-on Award shall vest with respect be paid to the number of RSUs subject Executive or to the Sign-on Award that would have vested if you had remained in continued employment with the Company through the end of the Severance Period (or such lesser number of RSUs subject to the Sign-on Award that remain unvested as of the date of termination) upon the date on which the Release becomes effective and irrevocable (and, for clarity, the Sign-on Award shall remain outstanding and eligible to vest pursuant to this paragraph 11(c)(iv) on the date on which the Release becomes effective and irrevocable and will be forfeited on the sixtieth (60th) day following the date of such termination of employment if such Sign-on Award (or portion thereof) does not vest on or before such date); and (v) The Company shall pay or provideExecutive’s estate, as applicable, by payment of Executive’s Severance Payment on regular payroll dates commencing with the Accrued Compensation payroll date that follows the Permissible Payment Date and Benefitsby payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date.