Common use of Consideration Clause in Contracts

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of EmployeeContingent upon the Executive’s execution of this Agreement, the Merger becoming effective, and provided that Employee signs the Supplemental Release Executive’s continued full compliance with the terms and conditions of Claims attached hereto this Agreement, Wolverine Bank will provide to the Executive the following consideration, and the Executive will make the following acknowledgements regarding such consideration: (a) Subject to Section 4, as Exhibit B on consideration for the Executive to enter into this Agreement and its attachments, appendices and exhibits, to terminate Executive’s Employment Agreement with Wolverine Bank, Wolverine Bank or within five (5) days of Horizon Bank, as successor, shall pay to the Separation Date Executive an amount equal to $1,037,218 (the “Supplemental ReleaseAmount”) and does not revoke it), less any withholdings for applicable taxes required by law. Subject to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeforegoing, Wolverine Bank or Horizon, as severancesuccessor, shall pay the equivalent of twelve (12) months of Employee’s base salary as of Amount through its payroll system to the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid Executive in a single lump sum no later thirty (30) days at the first regular or special payroll date after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under at Appendix A is executed and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such waiting period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)has passed without revocation. Notwithstanding the foregoing, the payment set forth in this subsection 2(a) will be made within 60 days of satisfaction of the final condition for payment in this Section 2, provided that the Release at Appendix A is effective on such date, and provided further that if at the 60-day period spans two calendar years, payment will be made in the second calendar year (the “Normal Payment Date”). (b) Notwithstanding the foregoing, to the extent any time portion of the Company determines Amount (the “Non-Exempt Amount”) is considered to be deferred compensation that its is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Non-Exempt Amount shall be paid in a lump sum upon the later of: (1) the Normal Payment Date; or (2) date of Executive’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”), provided, however, that if Executive is a “specified employee” (within the meaning of Section 409A of the Code), then payment of COBRA premiums on Employee’s behalf would result the Non-Exempt Amount shall be made to Executive in a violation lump sum on the first day of applicable lawthe seventh month following such Separation from Service. (c) The Executive hereby acknowledges and agrees that: (i) the Amount is a sum which is equivalent to the sum to which the Executive would otherwise be entitled under the Employment Agreement in the event of a qualifying termination of the Executive’s employment after a Change of Control; (ii) without executing this Agreement, then the Executive would not be entitled to receive the Amount at this time; and (iii) except as provided in lieu of paying COBRA premiums this Agreement, the Executive is not entitled to receive any further compensation, payments and/or employee benefits under the Employment Agreement or pursuant to the Executive’s employment relationship with WBKC and/or Wolverine Bank, except as contemplated by Section 1 of this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Agreement

Consideration. In consideration of Employee’s execution of the releases and covenants given by Executive as set forth in this Agreement, including but not limited to the Release (as such term is defined below), and Executive’s compliance therewith, and provided that Employee signs Executive executes, and do not revoke, this Agreement in accordance with the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke ittimeframes set forth herein, the Company agrees as follows: During the Transition Period, (i) Executive will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employeebe paid at Executive’s regular annual base salary rate as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthhereof, less all applicable federal, state and local payroll withholding taxes and other withholdings required deductions, payable in accordance with the Company’s normal payroll practices (the “Base Salary Payments”), and (ii) Executive will continue to be covered by lawExecutive’s employee benefits, subject to the requirements, conditions and limitations of such benefits, which may be amended from time to time. The payments contemplated in this Paragraph 2(a) will be reported on an IRS Form W-2. (a) In addition, provided that Executive executes, and does not revoke, this Agreement in accordance with the timeframes set forth herein and Executive is not terminated by the Company for Cause at any time, the remainder Company will, on the Separation Date: i. Pay Executive an amount approximately equal to a pro rated bonus for calendar 2025 in the gross amount of One Hundred and Twenty-Eight Thousand Dollars ($128,000), less all applicable federal, state and local withholding taxes and authorized deductions. The Payment will be paid in a lump sum, and will be reported on an IRS Form W-2. ii. Accelerate two-thirds (66.67%) of one-quarter (25%) of Executive’s currently outstanding unvested Lexeo stock options (the “Options”), equivalent to 40,466 options. The exercise of the COBRA Payment PeriodOptions will remain subject to the terms of the Lexeo Therapeutics, Inc. 2023 Equity Incentive Plan. (b) The Company will not contest any lawful application Executive makes for unemployment compensation benefits; provided, however, that the Company will respond truthfully to all mandatory inquiries directed to it by a governmental agency. It is understood that the Company does not make unemployment compensation benefits eligibility decisions and that the payments and benefits described in this Paragraph may affect Executive’s eligibility for unemployment compensation benefits.

Consideration. In consideration for signing this Letter Agreement the Company agrees that: (a) You may continue to participate in the Company’s group health insurance plans at the same coverage levels as immediately prior to the Separation Date. Coverage will continue through the Consolidated Omnibus Budget Reconciliation Act of Employee’s execution 1985 until the first to occur of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within (a) five (5) years from the Separation Date or (b) your employment by a third party (a third party shall not be deemed to include an entity of which all of the outstanding capital stock or ownership interests are owned by you ) or (c) you default in the payment of or no longer continue to pay your portion of the premiums (the “Severance Period”). During the Severance Period, the Company shall continue to pay its portion of the premiums and you will pay your portion of the premiums. (b) The Company shall cause United Dominion Realty, L.P. and/or UDR Out-Performance III, LLC to repurchase 22,500 Membership Units in UDR Out-Performance III, LLC, which constitutes 50% of the Membership Units in UDR Out-Performance III, LLC owned by you, for Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500.00), such amount to be paid to you within thirty (30) days of the Separation Date Date. (the “Supplemental Release”c) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeshall cause United Dominion Realty, as severanceL.P. and/or UDR Out-Performance IV, the equivalent of twelve (12) months of Employee’s base salary as LLC to repurchase 55,333 Membership Units in UDR Out-Performance IV, LLC, which constitutes 2/3 of the Separation Date Membership Units in the gross UDR Out-Performance IV, LLC owned by you, for Fifty-Five Thousand Three Hundred Thirty-Three Dollars and No Cents ($55,333.00), such amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later to you within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. (d) On December 31, 2006, you shall receive 3,502 shares of Common Stock of the Company pursuant to your 2005 Performance Contingent Restricted Stock Award. The COBRA coverage benefit Further, upon determination by the Compensation Committee of the Board (“Compensation Committee”) as to the targeted award level for the 2006 PARS Program you will be paid either receive 2,472 shares of Common Stock of the Company or such other number consistent with the Compensation Committee’s determination of the award level for the 2006 PARS Program and pursuant to your 2006 Performance Contingent Restricted Stock Award. You will forfeit any right to receive additional shares of Common Stock under your 2005 and 2006 Performance Contingent Restricted Stock Award grants. (e) All restrictions on a monthly basis until the earliest of: following Restricted Stock Awards held by you that remain subject to restrictions on December 31, 2006 shall lapse: (i) twelve (12) months after the Separation Date; 6,423 shares of restricted Common Stock granted to you on February 27, 2003; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or 13,543 shares of restricted Common Stock granted to you on February 12, 2004; (iii) 8,949 shares of restricted Common Stock granted to you on February 18, 2005; and (iv) 1,986 shares of restricted Common Stock granted to you on February 15, 2006. (f) A bonus for fiscal year 2006 in the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from amount of $400,000 payable at the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any same time the Company determines that its payment pays fiscal year 2006 bonuses to the Company’s other senior executives. (g) You will be treated as an employee of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on for purposes of eligibility to participate in the last day “Board of each remaining month Directors Guidelines Regarding Purchase of Out-Performance Units (“Guidelines”) once and if such Guidelines are approved by the Board of Directors of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of (a) Provided that Executive signs this Agreement, does not revoke it, and complies with all of its terms, during the Transition Period, the Company shall provide Hardy with all payments, benefits, rights and privileges to which he is entitled under the Employment Agreement, including, without limitation, the following: (i) Executive will continue to receive Executive’s base salary in effect as of the Effective Date, payable in the normal course in accordance with the Company’s standard payroll practices, less applicable withholdings; (ii) Executive will be eligible to continue to participate in the Company’s health insurance and other employee benefit plans, to the same extent as he was eligible on the Effective Date and in accordance with the terms of such health insurance and other employee benefit plans; and (iii) Executive will be eligible to vest in any additional Equity Awards that vest in accordance with their current terms during the Transition Period. (b) Effective as of the Separation Date, except as provided that Employee herein, the Employment Agreement shall terminate, and Executive will resign his employment with the Company and from all offices, positions, directorships, chairmanships, and/or fiduciary responsibilities of any nature or description with the Company, its affiliates, and each of their respective subsidiaries, and each of their respective employee benefit plans. Hardy’s resignation will be treated as a Termination Without Cause (as defined in the Employment Agreement) and provided, he signs and does not revoke the Supplemental Release (as defined below), he shall be entitled to the payments and benefits set forth herein, subject to no offset or setoff for any reason, unless and until there is a final, unappealable order of Claims a court of competent jurisdiction or by an appropriate arbitral body pursuant to Section 22 hereof awarding damages in favor of the Company. (c) Subject to his continued employment with the Company through the Separation Date, Executive’s signing the Supplemental Release Agreement attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”) on or within twenty-one (21) days after the Separation Date, and does Executive’s not revoke revoking the Supplemental Release within seven (7) days after signing it, in full and final satisfaction of any amounts due or which could be due Hardy pursuant to the Employment Agreement or otherwise, the Company will make and provide Employee with the following severance benefits: a payments and benefits (the “Severance Payment. Benefit”): (i) The Company will pay EmployeeExecutive of amount of $310,270.55 over a period of 12 months, commencing the day after the Separation Date, less applicable withholding and deductions, in accordance with the Company’s normal payroll practices. \▇▇ - ▇▇▇▇▇▇/▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇ (▇▇) If not already paid on or prior to the Separation Date, the Company will pay Hardy a lump sum payment equal to his performance bonus earned (based on achievement or satisfaction of the applicable performance goals) under the Company’s existing incentive plans for the 2017 calendar year, less applicable withholdings and deductions, which will be paid on the date such amount is otherwise paid to similar executives in the ordinary course, but in no event later than the March 15th of the calendar year following the calendar year that includes the Separation Date. (iii) With respect to the Equity Awards, all rights will be determined under the terms and conditions of the National CineMedia, Inc. 2016 Equity Incentive Plan or the National CineMedia, Inc. 2007 Equity Incentive Plan, as severanceapplicable (the “Equity Plans”) and the award agreements and other documents governing the applicable Equity Awards. For purposes of the Equity Plans and award agreements, Executive’s termination of employment as of the Separation Date will be treated as an involuntary termination of employment without cause. For the avoidance of doubt, Executive’s outstanding vested option awards (after taking into account any vesting that occurs upon his termination of employment) shall continue to be exercisable in accordance with their terms and conditions during the period that Hardy performs the services required during the Consulting Term (or until the earlier expiration of the original term) and Executive will not be entitled to continued vesting during the Consulting Term. (iv) The Company shall pay Hardy a lump sum cash payment representing the full cost of COBRA premiums for COBRA eligible benefit plans for a twelve (12) month period based on 2018 rates. In addition, with respect to those plans or programs, the equivalent terms of which do not permit participation by Hardy after the Separation Date and which are not COBRA eligible, the Company will pay Hardy a lump sum payment equal to the sum of (A) the pre-tax amount that the Company would have paid to the providers of such plans or programs for twelve (12) months of EmployeeHardy’s base salary coverage thereunder, grossed up by 35% to take into the account the additional taxes that would be owed by Hardy, plus (B) the pre-tax amount that the Company would have paid to Hardy’s account as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage an employer matching contribution under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Company’s 401(k) plan for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months (assuming Hardy had deferred the maximum amount he would otherwise be permitted to defer under such plan and that he was employed under the terms of the Employment Agreement for such 12-month period), grossed up by 35% to take into account the additional taxes that would be owed by Hardy. All amounts payable to Hardy pursuant to this Section 3(c)(iv) will be paid as soon as administratively practicable after the Supplemental Release becomes effective. (v) Hardy shall be entitled to receive other benefits as contemplated by Section 8(d)(v) of the Employment Agreement. (vi) The Severance Benefit will be subject to all applicable tax withholdings. The Severance Benefit will be in lieu of any severance pay Executive may be entitled to receive under any other severance plan or arrangement, individual written employment agreement (including the Employment Agreement), or other agreement relating to payment upon separation from employment. \▇▇ - ▇▇▇▇▇▇/▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇ (▇) Following the Separation Date; (ii) , if Executive becomes re-employed by the date when Employee becomes Company in any category of employment prior to his actual receipt of any portion of the Severance Benefit, the Severance Benefit will be suspended. If Executive dies after becoming eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from Severance Benefit but before Executive receives the Separation Date through the earlier full amount of (i)-(iii)his Severance Benefit, the “COBRA Payment Period”)remaining amount of such Severance Benefit will be paid in one lump sum, within sixty (60) days after his date of death, to his estate. Notwithstanding the foregoing, if at any time the Company determines Hardy acknowledges and agrees that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month portion of the COBRA Payment PeriodSeverance Benefits constitute payments and benefits above and beyond that Executive would otherwise be entitled to receive, a fully taxable cash payment equal to now or in the COBRA premium for such monthfuture, less applicable federal, state without entering into this Agreement and local payroll taxes and other withholdings required by law, constitutes valuable consideration for the remainder of the COBRA Payment Periodpromises and undertakings set forth in this Agreement.

Consideration. In (a) The aggregate consideration paid by the Purchaser under this Agreement shall be the Renewal Commissions. (b) The Purchaser shall pay the Seller Insurer Party $10,000,000 as an advance, nonrefundable payment of Employee’s execution of this Agreement, Renewal Commissions due to the Seller Insurer Party (the "Initial Advance Renewal Payment"). The foregoing amount shall be reflected on the Preliminary Cash Settlement Statement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days paid in accordance with Section 2.4. The remaining amount of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Renewal Commissions shall be paid in a single lump sum no later thirty accordance with Section 2.5(d). (30c) days The amounts required to be paid under the Retrocession Agreement within 3 Business Days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Closing Date together with the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Renewal Commissions (“COBRA”) for Employee and her covered dependents following Employee’s separationcollectively, the Company "Purchase Price") shall be reflected on the Preliminary Cash Settlement Statement and paid in accordance with Section 2.4. (i) As additional consideration for the transactions contemplated by this Agreement and the Related Documents, the Purchaser shall pay to health insurance provider the full monthly COBRA premiums necessary Seller Insurer Party an aggregate amount equal to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as the Applicable Renewal Percentage of the Separation Date. Renewal Premium Amount (the "Renewal Commission"). (i) The COBRA coverage benefit will Purchaser and the Seller Insurer Party agree that in the event that the aggregate amount of Renewal Commissions to be paid by the Purchaser to the Seller Insurer Party on Renewal Contracts written during the first one year period after the date of the Closing exceeds $10,000,000, such excess Renewal Commission shall be paid by the Purchaser to the Seller Insurer Party on a monthly basis until the earliest of: (i) twelve (12) months within 10 days after the Separation Date; end of each calendar month beginning with the calendar month during which the aggregate Renewal Commissions exceed $10,000,000. (ii) On the one year anniversary of the Closing, the Purchaser shall pay to the Seller Insurer Party $5,000,000 as a second advance, nonrefundable payment of any Renewal Commissions due to the Seller Insurer Party (the "Second Advance Renewal Payment"). In the event that the aggregate amount of Renewal Commissions to be paid by the Purchaser to the Seller Insurer Party on Renewal Contracts written during the second one-year period after the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection of the Closing exceeds $5,000,000, such excess Renewal Commission shall be paid by the Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with new employment or self-employment; or the calendar month during which the aggregate Renewal Commissions exceed $5,000,000. (iii) The aggregate sum of the date Employee ceases Initial Advance Renewal Payment and the Second Advance Renewal Payment made by the Purchaser to be eligible for COBRA continuation coverage the Seller Insurer Party is a minimum Renewal Commission and is not subject to repayment by the Seller Insurer Party for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In (a) The Company agrees to pay you the total amount of ONE HUNDRED THOUSAND DOLLARS ($100,000), less state, federal, FICA and other applicable withholding and authorized deductions, in consideration for a Release of Employee’s execution Claims by you in Paragraph 11 and the Release of Age Discrimination Claim by you, set forth in Paragraph 12 of this agreement. You also agree to execute the General Release attached as Exhibit 1 on or after March 31, 2014 as a material term and condition of this Agreement. This payment shall be made on the date, and provided that Employee signs which is the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days later of the Separation Date expiration of the seven (the “Supplemental Release”7) and does not day, right to revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeethis agreement, as severancespecified in Paragraph 12, the equivalent or October 1, 2014. (b) In consideration for your agreement not to compete and not to solicit employees as set forth in Paragraph 10 of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationthis Agreement, the Company shall pay to health insurance provider you a payment in the full monthly COBRA premiums necessary total amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000), (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to you in (2) installments. The first installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on October 15, 2014. The second installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on March 1, 2015. Unless agreed to in writing by the parties to this agreement prior to payment of Non-Compete Payment, all applicable state, federal, FICA and other mandated tax withholdings will be withheld from the Non-Compete Payments. ______________ 1 You will be eligible to continue Employeeto participate in the Company’s plans concerning medical benefits, dental benefits, vision benefits, EAP, life insurance, the Company’s pension plan, 401(k) plans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and EmployeeNiSource Inc. Executive Deferred Compensation Plan. For purposes of each of these plans, your termination date will be your Separation Date, and all payments under these plans will be based upon the terms and conditions of these plans. You will also remain eligible to participate in the Company’s covered dependents’ health insurance coverage that is 2013 Incentive Plan. Notwithstanding anything herein to the contrary, in effect for Employee (and her covered dependents) as the event of a breach by you of any of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until provisions contained in Paragraph 10 of this Agreement, and such breach is not otherwise cured within five (5) business days following your receipt of written notice of the earliest ofbreach from the Company, you shall immediately: (i) twelve (12) months after be obligated to repay any portion of the Separation DateNon-Compete Payment received by you; and (ii) shall forfeit the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases right to be eligible for COBRA continuation coverage for receive any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each and all remaining month installments of the COBRA Payment PeriodNon-Compete Payment. (c) In addition, a fully taxable cash payment equal you will continue to receive financial and tax planning services through Ayco at the COBRA premium for such monthCompany’s expense through March 31, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period2016.

Consideration. In consideration for the Executive’s entering into this Agreement, the Company shall provide and/or pay to the Executive the payments and benefits described in this Section IIIA, subject to (i) the Executive’s continued full-time employment with the Company through the Termination Date, provided, however, that if Executive’s employment with the Company shall terminate at any time after the Effective Date and before the Termination Date as a result of EmployeeExecutive’s death, termination of employment for Disability (as defined in the Employment Agreement), termination of employment by Executive due to occurrence of Constructive Termination (as defined in the Employment Agreement), (provided that for the avoidance of doubt, the Executive’s ceasing to serve as Chief Executive Officer as of the Effective Date and serving as Advisor to the Chief Executive Officer shall not constitute Constructive Termination), or termination of employment by the Company without Cause (as defined in the Employment Agreement), then, in lieu of any payments or benefits to be paid or provided to Executive under Section 5(b) of the Employment Agreement, the payments and benefits set forth in this Section IIIA and in Section IIIB of this Agreement shall be made to Executive (provided that the Executive executes an irrevocable release of claims in the time frame and manner required under the Employment Agreement), and for this purpose the date of such termination of Executive’s employment shall be treated as the Termination Date; and (ii) the Executive’s execution and delivery, during the 60-day period following the Termination Date, of the general waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) and non-revocation of the Release by the Executive during the seven-day revocation period set forth in the Release and (iii) Executive’s continued compliance with Executive’s obligations (including without limitation the restrictive covenants set forth in Section IV) hereunder, provided, that an isolated and nonrecurring good faith failure of the Executive to comply with Section 1B or ID of this Agreement (which the Executive promptly cures, if capable) shall not be a violation of this clause (iii): 1. on the first business day immediately following the 6-month anniversary of the Termination Date (the “Delayed Payment Date”), a lump sum cash amount equal to $3,712,500 (plus interest thereon from the Termination Date to the date immediately prior to the date of payment equal to the national average rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the Termination Date); 2. a lump-sum cash amount equal to the annual bonus the Executive would have earned with respect to fiscal year 2010 based on actual performance for fiscal 2010, prorated based on the number of weeks the Executive was employed through the Termination Date during fiscal year 2010 (the “Pro Rata Bonus”) and the Pro Rata Bonus shall be payable in 2010 at the same time bonuses for 2010 are payable to other senior executives of the Company; 3. on the date that is eight (8) days after the Executive executes the Release (provided that the Executive has not revoked the Release during the seven-day revocation period set forth therein) (such eighth (8th) day, the “Payment Date”), a lump sum cash payment of the Executive’s LTIP award of $1,237,500; 4. from the Delayed Payment Date until December 31, 2010, the right to purchase the Company owned or leased vehicle that the Executive currently uses for $100; provided that on the Termination Date, the Executive shall pay the Company $10,500 for usage of the vehicle during the period from the Termination Date to the Delayed Payment Date, and the Company shall pay the Executive $10,500 on the Delayed Payment Date; 5. until September 30, 2012, except for the benefits provided by Sections IIIA 6 and IIIA 7 of this Agreement, the Executive and Executive’s eligible dependents may continue to participate in the welfare benefits which are substantially similar to those provided to the Executive and his dependants by the Company immediately prior to the Termination Date, at no greater cost to the Executive than the cost to the Executive immediately prior to the Termination Date, and which include long term care and long term disability insurance (provided that if the Executive is covered under a new employer plan, then the Company shall only reimburse the Executive for the excess, if any, of the cost of such benefit coverage over the cost immediately prior to the Executive’s termination of employment); 6. reimbursement for tax preparation and financial planning services for a period of 10 years after the Termination Date, provided that the Executive provides appropriate documentation for any expenses incurred with respect to such services; and provided further that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such reimbursement shall not exceed thirty thousand dollars ($30,000) per year and reimbursements for any calendar quarter should be made within five fifteen (515) days following the close of such quarter (“Tax Preparation”); 7. for a period of ten (10) years following the Separation Termination Date, Company shall provide the Executive and his spouse with continuing medical (including the Company’s Medical Expense Reimbursement Plan), dental, and life insurance benefits substantially similar to those provided to the Executive and his spouse by the Company immediately prior to the Termination Date at no greater cost to the Executive than the cost to the Executive immediately prior to such date (“Welfare Continuation”), and in the “Supplemental Release”) case of such continuing medical and does not revoke itdental benefits coverage, the Company will provide Employee impute as taxable income to the Executive an amount equal to the actuarial cost of such coverage in excess of the applicable employee contribution paid by the Executive for such coverage for each year or portion thereof in which such coverage is provided to Executive and his spouse; 8. on the Payment Date, a special one time lump sum cash payment of $1,800,000; and 9. on the Payment Date, the restrictions on the Executive’s restricted stock (222,222 shares) granted to the Executive on or about October 22, 2009 pursuant to the Company’s 2009 Incentive Plan and in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severanceCompany’s Restricted Stock Award Agreement (collectively, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRAPlan”) for Employee and her covered dependents following Employee’s separationshall lapse and, on such date, the Company shall pay deliver to health the Executive such shares less shares withheld to satisfy Company required tax withholding relating to the vesting of such shares. For the avoidance of doubt, the Executive shall not be granted any equity or equity based awards in addition to the shares described in the immediately prior sentence. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, if the Executive does not execute and deliver the Release in the time period set forth above, or if the Executive revokes such Release during the applicable seven-day revocation period set forth in the Release, then the Executive shall not be entitled to receive any payments or benefits described in Sections IIIA or IIIB (other than the Required Payments), and the Company shall not have any further obligations to the Executive under this Agreement or the Employment Agreement (including under Section IIIB) except as otherwise required by applicable law. Additionally, the Executive acknowledges and agrees that notwithstanding anything in this Agreement to the contrary, with respect to fiscal year 2010 and thereafter, following the Termination Date the Company shall not contribute any amount (whether 15% or otherwise) to a life insurance provider policy or supplemental life insurance policy or arrangement for the full monthly COBRA premiums necessary to continue Employee’s Executive and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (no such policy or contribution shall be required under Sections IIIA(5) and her covered dependents) as of IIIA(7); provided, that, the Separation Date. The COBRA coverage benefit Executive will be paid on a monthly basis until able to receive the earliest of: (icontinued group insurance benefits under Section IIIA(7) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii). In addition, the “COBRA Payment Period”). Notwithstanding Executive acknowledges and agrees that the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then medical and dental coverage provided above shall be in lieu of paying any COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, or similar local or state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. (a) In full consideration for Executive relinquishing his rights to future employment and cancellation of EmployeeExecutive’s execution rights under the Employment Agreement, including his resignation as an officer and director of the Company, and as a material inducement for signing this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company CTN will pay Employee, as severance, or provide to Executive the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest offollowing: (i) twelve conditioned upon Executive’s delivery to Holdings of the Repurchase Agreement referred to in paragraph 3(b) herein below, Executive shall receive, on the closing date of the sale of MPM pursuant to the terms and conditions of that certain Stock Purchase Agreement between CTN and MPM Acquisition, Inc. (12the “Termination Date”), (A) months after any earned by unpaid Base Salary for periods prior to the Separation Termination Date and (B) one lump sum payment of the lesser of: (1) $175,000 or (2) the Base Salary remaining payable under the Employment Agreement as of the Termination Date, and such payment shall not cease or be reduced in the event Executive accepts other employment; and (ii) CTN shall provide to Executive and his dependents COBRA coverage under the date when Employee becomes eligible for substantially equivalent CTN health plan, at CTN’s expense, provided, that CTN shall only maintain such insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through until the earlier of August 23, 2002, or the date Executive accepts other employment and obtains health insurance coverage. Such payments shall be subject to normal withholdings required by law and are subject to Executive’s continued compliance with this Agreement. (i)-(iii)b) Pursuant to that certain Equity Purchase Agreement, dated as of July 30, 2000, between Executive, CTN and Holdings, the Executive received a total of 58.33 Class B Management Units in Holdings, all of which remain unvested as of the date hereof (the “COBRA Payment PeriodUnits”). Notwithstanding the foregoingThe Units shall be repurchased, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month as of the COBRA Payment PeriodTermination Date, by Holdings. Upon Holdings’ receipt of a fully taxable cash fully-executed Repurchase Agreement (in substantially the form included herewith as Exhibit C) from Executive, Holdings shall deliver a check for $58.33 to Executive as payment equal in full for the Units. Upon their repurchase, such Units shall be returned to the COBRA premium for such monthPool (as defined in the Fifth Amended and Restated Limited Liability Company Agreement of Holdings, less applicable federaldated as of April 5, state 2001). Executive represents and local payroll taxes warrants that the Units are owned by Executive free and other withholdings required by lawclear of all liens, for the remainder of the COBRA Payment Periodclaims or encumbrances.

Consideration. In consideration of Employee’s execution of Provided that (i) this Agreement becomes effective pursuant to its terms, (ii) Executive has performed all obligations under this Agreement, and provided that Employee signs (iii) Executive remains in compliance with this Agreement thereafter, the Supplemental Release Company agrees to provide the following consideration to Executive: a. A lump sum payment of Claims attached hereto as Exhibit B on or within five $1,239,384 (5the “Separation Payment”), which is paid pursuant to Sections 2(c)(i) days and 2(c)(ii) of the Severance Agreement and is equal to the sum of (i) Executive’s current base salary (i.e. $550,000); (ii) Executive’s current target amount of annual bonus (i.e. $412,500); and (iii) a pro-rata severance bonus, which is equal to a pro-rata portion of Executive’s target amount of annual bonus for fiscal year 2025 calculated through the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymenti.e. $276,884). The Company will pay EmployeeSeparation Payment, as severanceless all applicable taxes and wage withholding, the equivalent of twelve shall be paid to Executive within sixty (1260) months of Employee’s base salary as of days following the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, provided that the Executive has not rescinded this Agreement and has returned all Company property as defined therein. b COBRA. Provided that Employee detailed herein. b. Subject to Executive timely elects and validly electing continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1986 (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall directly pay to health insurance provider or reimburse Executive for the full monthly COBRA premiums necessary charged to continue EmployeeExecutive’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive and Employee’s any covered dependents’ health insurance coverage that is dependents as in effect immediately prior to the Separation Date, from the time Executive becomes ineligible for Employee coverage owing to the termination of Executive’s employment on the Separation Date until the earlier to occur of (and her covered dependentsi) as the one-year anniversary of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Date or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage Executive begins employment with another employer (and Executive shall promptly notify the Company in connection with new employment or self-advance of such employment; or ). c. Except as follows, Executive’s outstanding equity awards (iii“Awards”) the date Employee ceases shall continue to be eligible for COBRA continuation coverage for any reasongoverned by the applicable equity award agreement and the Company’s 2017 Employee, including plan termination Director and Consultant Equity Incentive Plan, which are expressly incorporated (such period from as modified hereby and herein). Any Awards granted to Executive and outstanding immediately prior to the Separation Date through shall vest on the earlier Separation Date to the extent scheduled to vest on or before the date two (2) years following the Separation Date. For the purpose of (i)-(iii), determining the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines portion of Awards that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums vest pursuant to this SectionAgreement: (i) any annual vesting installments shall be deemed to vest in monthly installments over the applicable 2-year period (i.e., an Award initially scheduled to vest in annual installments over a two-year period shall, for purposes of determining such acceleration, be considered to vest in twenty four (24) monthly installments over that same two-year period, and vesting shall include any fully-completed month within such 2-year period), and (ii) any outstanding Award with an unsatisfied performance-based condition shall remain outstanding and, if the applicable performance condition is satisfied during such two (2) year period, shall, to the extent so earned, vest to the extent scheduled to vest within such two-year period upon satisfaction of such performance-based condition. Executive authorizes the sale or withholding of a number of the underlying shares of Company common stock which are issued to Executive, as necessary, to satisfy applicable withholding taxes for income tax purposes. d. Executive acknowledges this consideration, payments, and promises as good, sufficient and valuable consideration for the promises, releases, and waivers contained in this Agreement. Executive agrees that receipt of the consideration set forth herein pursuant to the terms of the Severance Agreement is conditioned upon Executive’s execution and non-revocation of this Agreement and that the consideration set forth in Section 2 and Section 4 of this Agreement is hereby accepted by Executive as the full and final resolution of all matters related to Executive’s employment, or termination of such employment, with the Company, including any payments, benefits, or other obligations of the Company set forth in the Severance Agreement. No payments or benefits described in this Section 2 shall pay Employee on be paid or provided prior to the last day of each remaining month Effective Date and, in the event that the Effective Date occurs after the first payment is due under this Section 2, a catch-up payment shall be made at the time of the COBRA Payment Period, a fully taxable cash payment equal to next regularly scheduled pay date after the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEffective Date.

Consideration. In consideration The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 7(d) and Section 8(d), of Employee’s execution of this the Employment Agreement, and pursuant to which Executive will be provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance(collectively, the equivalent of twelve “Consideration”): (12a) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount Executive will be paid a “Severance Payment” in amount equal to his Base Salary of $448,800 in a single lump sum no later thirty (30) days in cash in the first ordinary payroll date occurring on or after the Supplemental Release Effective Date, Date (as defined therein. b COBRA. Provided that Employee in Section 16 below). (b) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) COBRA for Employee himself and her his covered dependents following Employeeunder the Company’s separationgroup health plans, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue EmployeeExecutive’s and Employee’s his covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Termination Date until the earliest of: of (i) twelve (12) months after following the Separation DateTermination Date (the “COBRA Severance Period”); (ii) the date when Employee Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-self- employment; or (iii) the date Employee Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”). In addition, Executive may be entitled to a COBRA subsidy of 100% of Executive’s monthly premiums through September 30, 2021, under the American Rescue Plan of 2021 (“ARPA COBRA Subsidy”). If Executive is eligible for the ARPA COBRA Subsidy, that benefit will be provided before the Company’s COBRA payments described above but will not extend the COBRA Payment Period. The ARPA COBRA Subsidy is available even if Former Executive does not sign this Agreement. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeExecutive’s behalf would result in a violation of applicable lawlaw (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation), then in lieu of paying COBRA premiums pursuant to this Sectionpremiums, the Company shall pay Employee Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less subject to applicable federaltax withholding (such amount, state the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and local policies arising under his employment by the Company. (c) The Company shall pay Executive a pro-rata Annual Bonus for the 2021 performance year calculated based on the number of days Executive was employed during such performance year divided by the total number of days in the performance year and based on Executive’s achievement of performance goals as determined by the Board in good faith, payable in a lump sum on the Company’s first ordinary payroll taxes date occurring on or after the Effective Date. (d) Twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other withholdings required equity awards held by law, for the remainder Executive as of the COBRA Payment PeriodTermination Date shall vest and become exercisable or payable, as applicable. In addition, the time period that Executive may have to exercise any stock options shall be extended for a period equal to the shorter of (i) nine (9) months or (ii) the remaining term of the award.

Consideration. In Provided that Employee does not revoke this Separation Agreement prior to the Effective Date (as defined in Section 7(h)(v) below), the Company agrees to pay Employee as new consideration to which Employee is not otherwise entitled severance pay and other benefits, including accelerated vesting and an extension of the exercise period on Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date outstanding options (the “Supplemental ReleaseSeverance Benefits”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Severance Benefits consist of the Separation Date in following: (a) the gross amount of fifty thousand and no/100 dollars ($512,500.0050,000.00), subject to standard appropriate tax and other applicable withholding, to be paid within ninety (90) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance This amount will be reported to the Internal Revenue Service (“IRS”) and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (b) the gross amount of two hundred thirty-five thousand and no/100 dollars ($235,000.00), subject to appropriate tax and other applicable withholding, to be paid in twenty-six (26) equal amounts of nine thousand thirty-eight and 46/100 dollars ($9,038.46) in accordance with the Company’s normal payroll deductions and withholdingsprocedures, beginning with the first Company payroll period following the Effective Date of this Separation Agreement. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms; (c) All of Employee's options that are unvested as of the Effective Date shall accelerate and become fully vested as of the Effective Date and the right to exercise the vested options shall be extended through the date six (6) months following the Termination Date on all of Employee’s outstanding options that were granted prior to the Termination Date; (d) There is a good faith dispute between Employee and the Company as to how much, if any, additional accrued vacation pay remains owed to Employee. Company will pay Employee the gross amount of ten thousand and no/100 dollars ($10,00.00), subject to appropriate tax and other applicable withholding, to be paid within twenty (20) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (e) It is the intent of the parties that the benefits provided under this Separation Agreement and the Consulting Agreement, including all severance payments and all other cash, equity, and other benefits, shall not be deferred compensation arrangements under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or comply with the requirements of Sections 409A. The parties agree to take all reasonably necessary steps to have such benefits not be deferred compensation arrangements under Section 409A. . With respect to the time period within which Employee may exercise any outstanding stock options to acquire Company common stock, the parties agree to avoid the imposition of Section 409A as follows: (1) with respect to options that have been issued to Executive prior to Employees Termination Date to acquire Company common stock, Employee shall exercise such options, if at all, by the earlier of (i) the end of its original maximum contractual term, or (ii) six (6) months from the Termination Date. For purposes of Section 409A, each payment made under this Separation Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Notwithstanding the provisions of Section 1(d) and the foregoing provisions of this Section, if Employee is a “specified employee,” within the meaning of Section 409A, as of the Termination Date, then any benefits payable to Employee under Section 1 that may be considered deferred compensation under Section 409A and would otherwise be payable to Employee within six (6) months following Employee’s Termination Date shall instead be paid to Employee in a single lump sum no later thirty on the date that is six (306) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended months and one (“COBRA”1) for Employee and her covered dependents day following Employee’s separationTermination Date. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (f) In reference to all amounts and transactions under this Separation Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage issue and/or file documents that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time are legally required and/or the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, good faith believes may be required by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes IRS and other withholdings appropriate taxing authorities. These actions may include, but are not limited to, issuing Employee appropriate Forms W-2 and/or 1099, or other documentation required by federal and state law, for the remainder of the COBRA Payment Period.

Consideration. (a) In addition to the Garden Leave described in Paragraph 1, in consideration of Employee’s execution for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, and provided that Employee signs (4) timely signing the Supplemental Release of Claims Reaffirmation Agreement attached hereto as Exhibit B on or A within forty five (45) days following the Separation Date, (5) days not revoking such Reaffirmation Agreement, and (6) complying with terms of the Separation Date such Reaffirmation Agreement (the “Supplemental Release”foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and does not revoke it2(a)(6) are referred to throughout this Agreement collectively as, the “Employee Covenants”), Company will provide Employee with the following severance benefits: a Severance Payment. compensation and benefits to the Employee: i. The Company will shall pay Employee, as severance, Employee the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00324,408 (inclusive of auto allowance), subject to standard payroll deductions and withholdingsless applicable withholdings (“Separation Pay”). This amount will The Separation Pay shall be paid in a single lump sum no later thirty the following manner: standard monthly payments of $27,034 (30) days inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practices during the Garden Leave, commencing the next payroll date after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Transition Date and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of continuing through the Separation Date. The COBRA coverage benefit balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on a monthly basis or about January 31, 2020 and ending on or about October 31, 2020. ii. During the Garden Leave until the earliest of: (i) twelve (12) months after the Separation Date; , and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans. iii. Commencing upon the Separation Date and continuing through October 31, 2020, the Company will pay the premiums for medical coverage elected by Employee under COBRA, subject to and provided that the Employee elects such COBRA coverage within sixty (ii60) days following the date when Separation Date. iv. Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to shall be eligible for COBRA continuation coverage an annual cash incentive award for any reasonthe 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, including plan termination payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives. v. Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year. vi. Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021. (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on b) As further consideration for and subject to Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionfull compliance with the Employee Covenants, the Company shall pay Employee on request the last day Kaman Board of each remaining month Directors to vest upon the Separation Date all of the COBRA Payment Period, a fully taxable cash payment equal Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the COBRA premium Company’s Board of Directors at its meeting scheduled for such monthNovember 2019 with respect to all unvested equity awards existing at that time. (c) Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020. (d) Employee shall be solely responsible for, less applicable and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local or regional taxing authority as a result of any consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, state and local payroll municipal taxes and other withholdings from payments made to Employee under this Agreement, as required by applicable law. (e) In the event that Employee dies prior to the Separation Date, the consideration provided for the remainder of the COBRA Payment Periodin this Paragraph 2 and its subparagraphs shall become due and payable to Employee’s estate.

Consideration. In consideration for the release in paragraph 3 below as well as Executive’s adherence to the continuing covenants in this Agreement and those set forth in Section 8 of Employeethe Employment Agreement, and in full satisfaction of all final payments due Executive from GEO under the Amended and Restated Executive Retirement Agreement between Executive and GEO, dated February 26, 2020 (“the Retirement Agreement”) or otherwise, and following both: (i) the Executive’s execution signing of this Agreement; and (ii) expiration of the Revocation Period set forth in paragraph 24 below, and provided that Employee signs the Supplemental Release of Claims Parties agree: (a) to enter into the Executive Chairman Employment Agreement attached hereto as Exhibit B on or “1” and incorporated herein by reference and made a part hereof (the “Executive Chairman Agreement”); (b) within five ten (510) days GEO shall pay Executive payments in the amount of $5,851,555_________ (less any applicable taxes and withholdings), which represents the sum of two (2) years of Executive’s base annualized salary and two (2) time the Executive’s current target bonus under GEO’s Senior Management Performance Award Plan; (c) GEO shall vest any unvested stock options, and restricted stock at date of Separation, provided however, that any restricted stock that is still subject to performance based vesting at the time of such termination shall vest at such time the performance goals are met if Zoley is still providing services to GEO under the Executive Chairman Agreement (the “Accelerated Vesting”); (d) in the event Executive timely elects and remains eligible under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue and maintain health insurance coverage under GEO’s health insurance benefits plan, pay Executive’s premiums under COBRA for the continuation of Executive’s health insurance coverage and of his any covered dependents (and if applicable, his beneficiaries) under the GEO’s health insurance plan at the level in effect on the Separation Date for the duration of the Executive’s eligibility for COBRA (eighteen (18) months), and thereafter, GEO shall reimburse Executive for the cost of health insurance at the same level for a period of eight and a half (81⁄2) years, for a total benefit of ten (10) years of health insurance coverage following the Separation Date (the “Supplemental ReleaseHealth Benefit”); (e) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve within ten (1210) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount days Executive will be paid all accrued dividends on his unvested shares of restricted stock; and (f) GEO shall provide Executive the fringe benefits listed in Exhibit “A” of this Agreement for a single lump sum no later thirty duration of ten (3010) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended years thereafter (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment PeriodFringe Benefits”). Notwithstanding the foregoing, if at any time the Company determines that its payment For purposes of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionAgreement, the Company Payment, the Accelerated Vesting, the Health Benefit, and the Fringe Benefits shall pay Employee on collectively be referred to as the last day of each remaining month “Termination Payments.” If the Executive should die during the 10-year period following expiration of the COBRA Payment Revocation Period, a fully taxable cash payment equal GEO shall continue to provide the Health Benefit and Fringe Benefits to Executive’s covered dependents under the same terms as the benefits were being provided to Executive prior to his death and, to the COBRA premium for such monthextent applicable, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.to Executive’s estate. Executive’s Initials GZ 1 GEO’s Initials RG

Consideration. In consideration of Employee’s execution of the covenants undertaken and the releases given by Employee in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B A, provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke his signature on or this Agreement; signs and returns the Supplemental Release within five (5) 21 days of the Separation Date (the “Supplemental Release”) Date; and does not revoke ithis signature on the Supplemental Release, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. following: a. The Company will shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in Employee the gross amount of one million and eight hundred thousand dollars ($512,500.001,800,000), subject to standard payroll deductions less statutory taxes and withholdingswithholdings (the “Settlement Payment”). This amount The Settlement Payment will be paid in a single lump sum no later two installments, the first installment of $1,000,000 to occur within thirty (30) days after the Supplemental Release Effective Separation Date, as defined thereinand the second installment payment of $800,000 to occur on or about the first payroll date in January 2024. b COBRA. Provided that In connection with the Settlement Payment, the Company will issue a Form W-2 in the regular course of business for each calendar year in which the installment payments are made. b. After the Employee’s Separation Date, the Company will also provide Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“COBRAthe Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for twelve (12) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employeeunder another employer’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcomparable plans.

Consideration. In consideration for the Executive’s signing of Employee’s execution the Release attached as Attachment A, including the release of this his rights under the Severance Agreement, as well as the promises and provided that Employee signs covenants including the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) Non-Competition and does not revoke itNon-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions compliance by the Executive with Sections 3 and withholdings. This amount will 4 hereof: a) Any unvested, time-based restricted stock units granted before the Retirement Date shall continue to vest during the Non-Competition Period; b) Any unvested, performance-based restricted stock units as of the Retirement Date shall continue to vest during the Non-Competition Period; c) Any unvested stock options granted before the Retirement Date shall continue to vest during the Non-Competition Period; and d) Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be paid exercised for the remainder of the generally applicable term of such option, which in a single lump sum all cases is no later than seven (7) years from the respective dates of grant. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of this Section 1 shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Sections 3 or 4. Notwithstanding the foregoing, upon the vesting of any restricted stock units during the Non-Competition Period, the Company shall issue to the Executive shares of its common stock in settlement of such vested stock units within thirty (30) days after of each vesting date. Executive acknowledges that he will not be entitled to the Supplemental Release Effective Dateconsideration described in this Section 1 absent his execution and non-revocation of this Agreement and the Release, in the form attached as defined therein. b COBRA. Provided Attachment A. The Executive acknowledges and agrees that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action his termination of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, employment with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect not be considered a retirement for Employee (and her covered dependents) purposes of his unvested equity grants which are outstanding as of the Separation Date. The COBRA coverage benefit will Retirement Date and that the settlement or exercise of rights under such grants shall not be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-accelerated by reason of his termination of employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of the promises agreed to by you and Viisage in this Letter Agreement, and provided that Employee signs contingent on the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days expiration of the Separation Date (the “Supplemental Release”) and does not revoke itseven day revocation period described in Exhibit A, the Company will provide Employee with each of the following shall occur: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ July 26, 2006 Page 2 A. On the Termination Date, Viisage shall pay you aggregate severance benefits: in a Severance Payment. The Company will lump sum amount of $225,000, which is equal to 12 months of your current base salary, less applicable tax deductions, other withholdings required by law, and authorized deductions. B. On the Termination Date, Viisage shall pay Employeeyou a prorated bonus payment for 2006 based on your current target bonus of $100,000, as severanceless applicable tax deductions, other withholdings required by law, and authorized deductions. C. Viisage shall pay you on the equivalent first pay period following the Transaction Date, your earned Integration Incentive Bonus of $20,000, less applicable tax deductions, other withholdings required by law, and authorized deductions. D. Provided that you elect to continue to participate in the Company’s group medical and dental insurance plans under COBRA, which entitles you to continue your coverage under those plans for up to eighteen (18) months following the Termination Date, Viisage shall, for the first twelve (12) months of Employee’s base salary as your COBRA period, pay the same percentage of your monthly premiums that it pays for active employees with the same coverage. For the remainder of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount COBRA period you will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. solely responsible for payment of your full monthly premiums. E. Provided that Employee timely elects continued coverage you remain eligible under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as terms of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) Company’s disability and life insurance plans and applicable law, you may continue to participate in such plans for up to twelve (12) months after following the Separation Termination Date; (ii) , during which period the date when Employee becomes eligible Company will pay the same percentage of your monthly premiums that it pays for substantially equivalent health insurance coverage active employees. F. Because the Transaction constitutes a “Change in connection with new employment or self-employment; or (iii) Control” as defined in your outstanding stock option agreement, all of such stock options shall immediately become vested in full on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Transaction Date. Notwithstanding the foregoingprovisions of your stock option agreement, if effective upon the Termination Date, you will have the right to exercise those vested options at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawor prior to February 20, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month 2007. All other provisions of the COBRA Payment Period, a fully taxable cash payment equal option agreement shall remain in full force and effect. G. Viisage shall permit you to the COBRA premium for such month, less applicable federal, state retain at no charge your cellular telephone and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodlaptop computer.

Consideration. In consideration of Employee’s execution for signing this Agreement and General Release (“Agreement”), and complying with its terms, including the restrictive covenants in paragraph “11” and the notification requirements in paragraph “12” of this Agreement, Employer agrees: (a) to pay to Employee Six Hundred Ninety Six Thousand Dollars and provided that Employee signs no Cents ($696,000.00), less usual and customary payroll deductions over the Supplemental Release of Claims attached hereto as Exhibit B on or within five eighteen (518) days of month period immediately following the Separation Date (the “Supplemental ReleaseSeverance Period”); provided that notwithstanding the foregoing, in no event shall any installment of severance payable pursuant to the foregoing sentence be paid prior to the thirtieth (30th) day following the Separation Date (the “Delayed Start Date”) and does not revoke it, the Company will provide Employee with the following any such installment of severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of that otherwise would have been paid between Employee’s base salary as of the Separation Date in and the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Delayed Start Date shall instead be paid in a single lump sum no later thirty on the Delayed Start Date (30without interest); (b) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee subject to (x) Employee’s timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended COBRA and (“COBRA”y) for Employee and her covered dependents following Employee’s separationcontinued copayment of premiums at the same level and cost to Employee as if Employee were an active employee of the Employer, the Company Employer shall continue to pay to health insurance provider the full monthly COBRA premiums necessary to continue for Employee’s and Employee’s covered dependents’ health insurance coverage during the Severance Period to the same extent that is the Employer paid for such coverage immediately prior to Employee’s termination, in effect for Employee (and her covered dependents) as a manner intended to avoid any excise tax under Section 4980D of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Internal Revenue Code of 1986, as amended, subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health eligibility requirements and other terms and conditions of such insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)coverage. Notwithstanding the foregoing, if at any time the Company determines that its payment Employer payments described in this Section 1(b) shall end as of COBRA premiums on the date Employee becomes eligible to participate in another employer-sponsored group health plan as a result of his employment (a “New Plan”) regardless of whether Employee actually enrolls in such New Plan. Employee agrees to notify the Employer in writing within one (1) day following the date Employee becomes eligible to participate in a New Plan; (c) to pay to Employee Fifty Thousand Dollars and no Cents ($50,000) in connection with Employee’s behalf would result in a violation of applicable lawrelocation from Quincy, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthIllinois, less applicable federalusual and customary payroll deductions, state and local payroll taxes and other withholdings required by lawwithin ten (10) business days after the revocation period for this Agreement expires; and (d) Employer will provide outplacement assistance to Employee through ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ & Associates, for Inc. during the remainder of twelve month period immediately following the COBRA Payment PeriodSeparation Date.

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred fifty thousand dollars ($250,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective July 26, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”), if Employee so timely elects and makes the necessary payments, to the extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the Severance Payment. (e) In accord with Section 4.2 of the Employment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy. (f) Employee agrees to buy out the Company’s interest in the Company car and her covered dependents following Employee’s separationhe agrees to remove the Company from the title at his expense by December 21, 2018. If Employee fails to perform his obligation pursuant to this Section 2(f), the Company shall pay to health insurance provider deduct all expenses and the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as amount of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company interest in the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period Company car from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month second installment of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodSeverance Payment.

Consideration. In consideration for signing this Agreement and General Release, the expiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims Reaffirmation Provision attached hereto as Exhibit B A on or within five (5) days May 1, 2011, and Employee’s compliance with the terms of the Separation Date this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. to pay to Employee salary continuation at Employee’s base rate of pay, less lawful deductions, in accordance with Gerber’s regular payroll practices, for 12 months (the “Supplemental ReleaseSalary Continuation Period”) to commence after April 30, 2011. This consideration is subject to the limitations stated in Section (C)(4) and does not revoke itSection (D) of the Severance Policy for Senior Officers of Gerber Scientific, the Company will provide Inc., which is incorporated by reference and attached as Exhibit B; and b. to pay to Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months pro rata portion of Employee’s base salary as annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the pro rata portion may be a percentage of 0 depending on whether a bonus is earned under the Separation Date Plan. Gerber will pay this pro rated annual incentive bonus when payments are made to the other employees under the Plan, which is currently to be anticipated to be in the gross amount of $512,500.00, subject to standard payroll deductions July; c. if Employee properly and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Action Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of 1985COBRA, as amended Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’s cost but subject to any applicable employee contributions, the health (“COBRA”medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date and ending on March 10, 2012. During this period, Employee will be responsible for Employee and her covered dependents following paying Employee’s separationshare of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, the Company Employee shall pay be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment period, at Employee’s own expense; and ▇. ▇▇▇▇▇▇ shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period, continue to provide Employee with the same life insurance benefits provided to Employee immediately prior to the Termination Date, provided that such benefits shall cease at the end of such thirty day period; and ▇. ▇▇▇▇▇▇ agrees to accelerate the vesting of Employee’s 72,246 unvested shares which were granted under the 2006 Omnibus Incentive Plan.

Consideration. (a) In consideration of Employee’s execution for and subject to Executive (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, including the restrictive covenants in Paragraphs 8, 9 and provided that Employee signs 10 (the Supplemental Release of Claims “Executive Covenants”), (4) timely signing the Reaffirmation Agreement attached hereto as Exhibit B on or within five A following the Termination Date, (5) days not revoking such Reaffirmation Agreement, and (6) complying with the terms of the Separation Date (the “Supplemental Release”) and does not revoke itsuch Reaffirmation Agreement, the Company will provide Employee the following compensation and benefits to Executive: (i) The Company shall pay Executive the amount of Four Hundred Ninety-Four Thousand, Seven Hundred Ninety-Five Dollars and No Cents ($494,795.00), less applicable withholdings, as salary continuation (“Salary Continuation”), during the Transition Period. The Salary Continuation shall be paid in the following manner: standard semi-monthly payments of Twenty-Five Thousand Dollars and No Cents ($25,000), less applicable withholding and standard benefit deductions, in accordance with the following Company’s regular payroll practices during the Transition Period, commencing the next payroll date after the Effective Date and continuing through the Termination Date. Further, during the Transition Period until the Termination Date, and except as described herein, Executive shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans (“Benefits Continuation”). Salary Continuation and Benefits Continuation are in consideration of Executive’s executing and not rescinding the Agreement and are in lieu of any severance benefits: a or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the BWXT Employee Severance Plan or other applicable plan and will be afforded to Executive after execution of the Agreement and expiration of the revocation period herein. (ii) Executive shall be entitled to receive an additional lump sum severance payment in the amount of One Hundred Five Thousand, Two Hundred Five Dollars and No Cents ($105,205.00), less applicable deductions, and an additional cash payment in an amount equal to the applicable monthly Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium for nine (9) months of continuation coverage of the medical, dental and/or vision coverage in effect for Executive and Executive’s covered dependents as of the Termination Date, if any, less applicable deductions, currently valued in the amount of Twenty Thousand, One Hundred Seventeen Dollars and No Cents ($20,117.00) (the “Additional Severance Payment”) provided Executive has not been terminated by the Company for Cause (as defined herein) during the Transition Period. The Company will pay EmployeeSuch payment is in consideration of Executive’s executing and not rescinding the Reaffirmation Agreement, attached hereto as severanceExhibit A, and is in lieu of any severance or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the equivalent BWXT Employee Severance Plan, or other applicable plan. Payment of the Additional Severance Payment, less applicable withholdings, will be paid to Executive as soon as administratively practicable after execution of Exhibit A and expiration of the revocation period therein, but not later than 30 days following the expiration of the revocation period. (iii) Executive shall be entitled to receive twelve (12) months of Outplacement Services at the Platinum Plan Level, valued at Seventeen Thousand Dollars and No Cents ($17,000.00) provided Employee is employed by the Company through the Termination Date. Outplacement Services are in consideration of Employee’s base salary executing and not revoking the Reaffirmation Agreement attached hereto as Exhibit A. Further, Outplacement Services will be made available to Employee as soon as administratively practicable after execution of Exhibit A and expiration of the Separation Date in revocation period therein, but not later than 30 days following the gross amount expiration of $512,500.00, subject to standard payroll deductions and withholdings. This amount the revocation period. (iv) Executive will be paid entitled to financial counseling benefits via Ayco through March 2, 2027, and any imputed income tax will be withheld from the Additional Severance Payment in a single lump sum no later thirty accordance with the terms of the applicable Company program. (30v) days after If prior to the Supplemental Release Effective Termination Date, the Company terminates Executive’s employment in good faith for Cause (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended herein) after providing fifteen (15) days’ written notice and opportunity to cure such Cause (“COBRAEarly Termination Date”), then the Additional Severance Payment shall be immediately forfeited. For purposes of this Agreement, "Cause” shall be defined as (a) for Employee fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) intentional and her covered dependents following Employeewillful misconduct that may subject the Company to criminal or civil liability; (c) willful disregard of Company policies and procedures; (d) material breach of this Agreement; and (e) insubordination or deliberate refusal to follow Company directives. For avoidance of doubt, Executive’s separationacceptance of other employment or consulting opportunities during the Transition Period (so long as such activities comply with Executive’s obligations to the Company under Paragraphs 8, 9 and 10) shall not constitute Cause and are permissible under this Agreement. Upon Executive’s receipt of Salary Continuation and Benefit Continuation and payment of the Additional Severance Payment, the Company shall pay have no further obligation, other than as set forth in Paragraphs 6 and 14(b), to health insurance provider Executive with respect to the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as subject matter under this Agreement. This Agreement shall terminate upon the Termination Date with the exception of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until continuing obligations outlined in Paragraphs 7, 8, 9 and 10 and the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Reaffirmation Agreement attached hereto as Exhibit A.

Consideration. In consideration of Employee’s execution acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay EmployeeEmployee Three Hundred and Sixty Thousand Dollars ($360,000), as severanceless any required deductions or withholdings, to be paid to Employee in a lump sum payment on Employer’s first payroll period following the later of the Effective Date and March 19, 2021. This amount is equivalent of to twelve (12) months of Employee’s current base salary as ($257,758), compensation Employee would have earned under the Employer’s Annual Incentive Plan (“AIP”) for 2020 had Employee remained employed through the 2020 AIP payment date ($77,327), and compensation in recognition of the fact that Separation Date in will occur prior to the gross amount vesting date of $512,500.00certain Restricted Stock Units granted under the Company’s 2015 Long-Term Incentive Plan, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. among other considerations. b. Provided that Employee timely elects continued continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following Employer shall pay Employee’s separationfull monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until June 30, 2021 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall pay have no further obligations under this subsection. c. Employer agrees not to health insurance provider contest any application for unemployment benefits that Employee makes after the full monthly COBRA premiums necessary to continue Separation Date in connection with Employee’s and separation of employment with Employer (unless Employee obtains employment elsewhere), but cannot guarantee that Employee will receive unemployment benefits. If required to provide information to the New York State Department of Labor or similar agency, Employer will answer truthfully, but will state its position that it does not intend to contest Employee’s covered dependents’ health insurance coverage application for unemployment benefits. d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that is in effect may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee’s non-payment or late payment of taxes due with respect to such payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Section 3 are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee (signs this Agreement, Employer will continue to pay regular wages and her covered dependents) as of employment related benefits through the Separation Date. The COBRA coverage Except as described below, all employment-related benefits shall cease on February 12, 2021. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus (including under the 2021 AIP), stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit will be plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee participated. g. Employee acknowledges and agrees that by executing this Agreement, and upon receipt of payments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid on a monthly basis until the earliest of: (i) twelve (12) months after time off through the Separation Date; (ii) , all of which were paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, bonus, commissions, and other payments that would have been owed to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium terms of this Agreement, Employee is entitled to no other compensation, commission, bonus, stock award, benefit, or other form of compensation. Employee understands and agrees that the payments in this Section are inclusive of any accrued, unpaid time off/vacation to which Employee might otherwise be entitled and that Employee will not receive any additional payment for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtime.

Consideration. In consideration of for the services provided hereunder, Employee shall receive the compensation provided for below: 1 Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇) Employee’s execution 's Initials A. During the term of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Compensation as of the Separation Dateset forth on EXHIBIT B - COMPENSATION FOR EMPLOYEE. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company Employer shall pay Employee Monthly Compensation one-half on or about the fifteenth day and one-half on or about the last day of each remaining month ("Payroll Date"), with the first such payment due from the date set forth in the initial paragraph of Page 1 of the COBRA Payment PeriodAgreement. The initial payment shall be prorated from the date of employment through the next immediately following Payroll Date, if required. B. In addition to Monthly Compensation, Employer may elect to provide Employee with Incentive Compensation. The Incentive Compensation may include a fully taxable cash yearly bonus and/or a stock purchase plan, or such other type(s) of incentive compensation determined by Employer. The Incentive Compensation currently available is set forth on EXHIBIT B - COMPENSATION FOR EMPLOYEE. C. Employer shall pay or reimburse Employee for all of Employee's out of pocket expenses reasonably incurred in performing the services provided for under this Agreement, including, but not limited to, overnight delivery charges, secretarial services, long distance telephone and facsimile charges, and travel expenses (including airfare, hotels, out of town car rental expenses and meals) all in accordance with Employer's expense reimbursement policy. Employer may provide Employee with a credit card to facilitate the payment equal of such expenses. Any expenses not covered by the credit card, if one is provided, shall be reimbursed by Employer to Employee on or about the COBRA premium for such monthfifteenth day and or the last day of the month following the receipt of an approved expense report, less applicable federaltogether with bills and evidence of payment by Employee. D. During the term of this Agreement, state Employer shall either cause Employee and local payroll taxes and other withholdings required Employee's spouse to be included in any group medical plan obtained by law, Employer or shall reimburse Employee for the remainder cost of Employee and Employees spouse's own medical insurance, effective as of the COBRA Payment Perioddate of this Agreement. If Employee declines coverage, Employer has no obligation to pay Employee any amount as additional compensation. E. Employee shall be included in any other group employee benefit plan maintained by Employer that is set forth in the Employer's Employee Handbook ("Handbook") for which the class of employees including Employee are covered, subject to any eligibility requirements set forth in the Handbook. F. Employee shall be entitled to reasonable periods of paid vacation, personal and sick leave during the Term in accordance with Employer's policies as set forth in the Handbook regarding vacation or sick leave or other paid time off (PTO) days, which eligibility is based on duration of employment with Employer. Modification of this paragraph, if any, will be included on EXHIBIT B - COMPENSATION FOR EMPLOYEE. 2 Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇) Employee's Initials

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto (a) Man-Glenwood shall pay Man Financial its Pro Rata Share (as Exhibit B on or within five (5defined in Section 2(b)) days of the Separation Date monthly base rent due in respect of the current month that Man Financial is obligated to pay to the Landlord pursuant to Paragraph 3A of the Lease and Paragraph 3 and Paragraph 4 (if applicable to any Renewal Period) of the Amendment (the “Supplemental ReleaseMonthly Allocable Rent”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as In addition to paying its Pro Rata Share of the Separation Date in the gross amount of $512,500.00Monthly Allocable Rent, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Man-Glenwood shall pay to health insurance provider Man Financial its Pro Rata Share of any additional rent or other charges (the full monthly COBRA premiums necessary “Additional Rent”) that Man Financial is obligated to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as pay to the Landlord pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇ of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Lease and Paragraph 3 and Paragraph 4 (if applicable to any Renewal Period) of the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Amendment. Notwithstanding the foregoing, if at any time Man-Glenwood’s Pro Rata Share of the Company determines Monthly Allocable Rent and Additional Rent that its payment will be payable in respect of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionpartial calendar month shall be reduced by multiplying such amounts by a fraction, the Company numerator of which shall pay Employee on be the last day number of each remaining month days of use by Man-Glenwood of any portion of the COBRA Payment PeriodMan-Glenwood Portion in such calendar month and the denominator of which shall be the total number of days in such calendar month. (b) Man-Glenwood’s “Pro Rata Share” is 16.05%, a fully taxable cash payment equal which has been agreed upon by the parties hereto after due consideration of the portions of the premises occupied by each such party as of the date hereof. (c) All Monthly Allocable Rent and Additional Rent payable by Man-Glenwood to Man Financial shall be paid by wire transfer of immediately available funds, without notice or demand, and without any offset, deduction, abatement or counterclaim, to the COBRA premium for following account: Account: ABA No. Account No. or such monthother account as Man Financial may direct from time to time upon reasonable prior written notice to Man-Glenwood. Moreover, less applicable federal, state Man-Glenwood’s obligation to make such payments specified above shall be independent of every other covenant or obligation under this Agreement. Man-Glenwood shall be obligated to make payments at the times and local payroll taxes otherwise as provided in this Section notwithstanding the fact that a statement therefor may be furnished to Man-Glenwood after the due date or the Termination Date and other withholdings required by law, for notwithstanding the remainder of the COBRA Payment Periodfact that this Agreement shall have terminated.

Consideration. In consideration of Employee’s execution of this Agreement and the Release Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will Employer shall provide Employee with the following severance benefits: following: (a) An aggregate of $180,000 (less customary withholdings and deductions) shall be payable as a Severance Payment. The Company will pay lump sum upon Employee, ’s execution and delivery of this Agreement to Employer; (b) An aggregate $180,000 (less customary withholdings and deductions) shall be payable as severance, a lump sum on the equivalent eighth day after Employee’s execution and delivery of twelve the Release Agreement and the expiration of the revocation period (12which is a condition to such payment) months which Release Agreement shall be executed on the Separation Date; and (c) Reimbursement of Employee’s base salary COBRA premiums for 18 months following the Separation Date, plus an additional amount (payable as and when such premiums are due) equal to the cost of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) premiums for Employee and her covered dependents following Employeeto obtain 12 additional months of medical benefits comparable to Employer’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employeebenefit plan as determined by Employer’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Board of Directors as of the Separation Date. The COBRA Employee shall be required to present Employer with invoices demonstrating payment for continued health care. Employee also shall be obligated to inform Employer if he obtains coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent from another health insurance coverage carrier during this time period in connection with new which case Employer’s obligations under this paragraph 3(c) shall immediately cease. Employee acknowledges that the payments set forth in this paragraph 3 constitute the full satisfaction of Employer’s obligations under the Employment Agreement, the Severance Agreement, or any other oral or written agreement between the parties relating to Employee’s employment or self-employment; or (iii) separation therefrom, including the date payment of severance. Employee ceases further acknowledges that the amount set forth above in this paragraph 3 provides for payments on an accelerated basis as compared to that which Employee would otherwise be entitled, and Employee acknowledges that nothing in this Agreement shall be deemed to be eligible for COBRA continuation coverage for any reason, including plan termination (such period an admission of liability on the part of the Employer that it has done anything wrong. Employee agrees that Employee will not seek anything further from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployer.

Consideration. In consideration of Employee’s execution the payments and benefits provided under this Agreement and subject to Executive signing (and not revoking) this Agreement and complying with all of the terms and conditions of this Agreement: during Executive’s continuous employment with the Company, (a) Executive will (x) continue to receive Executive’s current annual base salary of $492,000 through the Transition Date (the “Current Base Salary”) and provided that Employee signs (y) for the Supplemental Release Remaining Employment Period, receive an annual base salary of Claims $246,000; (b) Executive will receive Executive’s 2026 annual cash incentive award at target performance level based on the Current Base Salary, payable at the same time annual bonuses are paid to other employees of the Company; (c) subject to the immediately following clause (d), Executive’s equity-based awards will vest in accordance with the terms of the corresponding award agreement through the Separation Date; (d) subject to Executive’s execution and non-revocation of the supplemental release attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”) and does not revoke it), Executive will receive the Company will provide Employee severance benefits applicable to Executive under the Severance Plan (including with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00respect to equity-based awards), subject to standard payroll deductions the terms therein (provided that Executive acknowledges and withholdings. This amount will agrees that the 2026 target annual bonus provided pursuant to the foregoing clause (b) shall be paid in a single lump sum no later thirty full satisfaction of Executive’s right to the AIP Target Bonus under the Severance Plan); and (30e) days after except as provided herein, Executive shall remain eligible to participate in the Supplemental Release Company’s benefit plans in the same manner and at the same level as applied to Executive as of immediately prior to the Effective Date. For the avoidance of doubt, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve the Base Salary (12as defined in the Severance Plan) months after used to determine benefits payable under the Separation Date; Severance Plan shall be equal to the Current Base Salary, and (ii) Executive’s execution and non-revocation of both this Agreement and the date when Employee becomes eligible for substantially equivalent health insurance coverage Supplemental Release, in connection each case in accordance with new employment or self-employment; or the terms herein and therein, shall be deemed to satisfy Executive’s obligation under Section 5.5 of the Severance Plan to execute and not revoke the Release (iii) as defined in the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”Severance Plan). Notwithstanding the foregoing, if at Executive acknowledges and agrees that, as of the Effective Date, Executive shall not be eligible for any time new grants of annual cash incentive awards or equity incentive awards. In the Company determines that its payment of COBRA premiums on Employeeevent Executive voluntarily resigns Executive’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant employment for any reason prior to this Sectionthe Separation Date, the Company shall pay Employee on cease to provide the last day of each remaining month compensation set forth in this Section 4 (other than the payments set forth in Section 5.6 of the COBRA Payment PeriodSeverance Plan), a fully taxable cash payment equal to unless otherwise required under the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcompensation plan or agreement.

Consideration. In consideration of Employee’s execution of Provided EMPLOYEE does not revoke his signature within the permissible seven (7) day period described in Paragraph 15 below, and provided EMPLOYEE otherwise complies with his obligations under this Agreement, EMPLOYEE will receive the following payments and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five benefits from SNB in consideration for signing this Agreement: (5a) days of the Separation Date SNB will pay EMPLOYEE $178,461.54 representing 32 weeks’ base pay at EMPLOYEE’s current pay rate, less all deductions required by law (the “Supplemental ReleaseSeparation Payments”) ). The Separation Payments shall be paid on a bi-weekly basis in accordance with SNB’s normal payroll procedures and does not revoke it, the Company will provide Employee commence with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, first full payroll period that occurs after SNB’s receipt of an original of this Agreement signed by EMPLOYEE and the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date seven-day revocation period addressed in Paragraph 15 below; and (b) SNB will continue to pay the employer’s portion of the premium for continued group health, vision, and dental insurance in the gross amount of $512,500.00plan in which EMPLOYEE is currently enrolled, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty for coverage through October 31, 2016 (30the “Separation Benefits”), provided that, after his termination, (i) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee EMPLOYEE timely elects continued coverage to continue such group health, vision, or dental insurance under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”), (ii) EMPLOYEE pays the EMPLOYEE’s portion of the premium for Employee such continued group insurance, and her covered dependents following Employee’s separation, (iii) EMPLOYEE remains eligible for such coverage during the Company shall pay period for which the Separation Benefits are to health insurance provider the full monthly COBRA premiums necessary be paid. If EMPLOYEE chooses to continue Employeehis group health, vision or dental insurance after October 31, 2016, EMPLOYEE will be solely responsible to pay all premiums for such insurance. The period during which SNB continues to pay the employer’s portion of the premium shall be part of EMPLOYEE’s 18-month eligibility period under COBRA (or such longer period for which EMPLOYEE may be deemed eligible under the terms of the applicable plan document(s)). All terms of coverage will be in accordance with the provisions of COBRA as described in the separate COBRA notification form that will be given to EMPLOYEE, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (the terms of the applicable plan document(s). EMPLOYEE acknowledges and her covered dependents) agrees that, if he accepts an offer of reemployment by SNB as a full-time regular employee before the Separation Payments and Separation Benefits described above are fully paid, his right to continue to receive those Separation Payments and Separation Benefits will end as of the Separation Datedate such offer of reemployment is accepted. The COBRA coverage benefit will be paid on a monthly basis until In the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonevent EMPLOYEE is rehired by SNB, including plan termination (such period from the Separation Date through the earlier all other terms of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company Agreement shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state remain binding and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeffective.

Consideration. In consideration of Employee’s execution of this AgreementContemporaneously with the Effective Time, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) conditioned upon Executive having fulfilled his duties and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage obligations under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Employment Agreement (“COBRA”including without limitation Section 4 thereof) for Employee up to and her covered dependents following Employee’s separationuntil the Effective Time, the Company shall pay Executive consideration consisting of (a) cash, by wire transfer of immediately available funds, in the amount of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000) (the "Closing Payment"), together with (i) the amount of any accrued but unpaid salary and expenses to health insurance provider the full monthly COBRA premiums necessary date thereof, (ii) a cash payment of Twenty-Five Thousand and No/100 Dollars ($25,000) (the "Quarterly Payment") per calendar quarter, payable in advance on the first day of each quarter from the date of this Agreement to continue Employee’s and Employee’s covered dependents’ health insurance coverage the first to occur of the Effective Time or the Early Termination Date; provided, that is the Quarterly Payment made on the first day of the calendar quarter in effect which the Effective Time occurs shall be prorated for Employee (and her covered dependents) such quarter as of the Separation Date. The COBRA coverage benefit will date of the Effective Time and the difference between the Quarterly Payment and such prorated Quarterly Payment shall be paid on a monthly basis until deducted from the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Closing Payment, but excluding (iii) any other bonuses to which Employee may be entitled under the date Employee ceases Employment Agreement or otherwise except to be eligible the extent payment thereof has been declared by the Board of Directors of the Company but not made prior to the Effective Time and is permitted by Item 5 of Section 4.01 (a)(xvii) of the Company Disclosure Schedule to the Merger Agreement, and (b) forgiveness of the loans listed on Schedule A hereto aggregating Four Hundred-Fifty Thousand and No/100 Dollars ($450,000). The parties agree and acknowledge that the consideration provided under this Section 5 is inclusive of any and all consideration that may become due and payable to Executive upon his exercise of any options or any other rights that Executive may have to purchase shares of capital stock of the Company (except for COBRA continuation coverage for any reason, including plan termination (such period from amounts payable pursuant to Section 2.03 of the Separation Date through the earlier of (i)-(iiiMerger Agreement), the “COBRA Payment Period”)receipt of which consideration Executive hereby waives and relinquishes. Notwithstanding the foregoing, if at any time If Executive's employment is terminated by the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawprior to the Effective Time, then Executive shall, in lieu of paying COBRA premiums pursuant to this Sectionthe payments stated herein, receive such compensation as would be required under the Company shall pay Employee on the last day applicable terms of each remaining month Section 14 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In accordance with the Offer Letter, and in consideration of Employee’s execution of the terms, representations, promises, waivers and releases contained in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance benefits: payment in the amount of $256,266.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a Severance Paymentlump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $235,300.46, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment, which vesting shares (“Shares”) total 71,474 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable Shares of ▇▇▇▇▇▇ common stock to the Executive with respect to the vesting RSUs. The Company will pay Employeewithhold Shares otherwise issuable upon vesting of the RSUs in accordance with prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the vesting of the RSUs and delivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment during such year, as severancewhich vesting Stock Options total 18,618 Stock Options exercisable at $2.42 per share granted on March 5, the equivalent of twelve (12) months of Employee’s base salary 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30such coverage) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), within the time period prescribed under COBRA. You hereby instruct the Company shall pay to health insurance provider take the full monthly 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums necessary to continue Employeeor those of your eligible dependents. f. Executive’s and Employee’s covered dependents’ health insurance coverage that is in effect 401(k) retirement plan contributions have been or will be made for Employee (and her covered dependents) as of the period ending on the Separation Date. As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013 and the Company shall make matching contributions by the end of the first quarter of 2013. Nothing in this Agreement is intended to alter or modify Executive’s right to any benefit to which Executive is entitled under the Company’s 401(k) Plan prior to the Separation Date. All such contributions are and shall remain subject to the terms of such plan and Executive’s rights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. The COBRA coverage benefit will be paid on Company shall retain Executive as a monthly basis until the earliest of: (i) twelve (12) months consultant as an independent contractor after the Separation Date; Date (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Consulting Period”). Notwithstanding the foregoing, if at any time ) to perform such services commensurate with his status and experience as may be reasonably requested in writing by the Company determines that its payment (the “Consulting Arrangement”) for a monthly retainer of COBRA premiums on Employee’s behalf would result $10,000, which shall be payable in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee arrears on the last day of each remaining month. The Executive shall provide consulting services to Company as needed and when reasonably requested, provided that, without his prior consent, Executive shall not be required to devote more than 50 hours in any calendar month to the performance of any consulting services hereunder. The Executive shall also be reimbursed for direct, ordinary and reasonable business expenses accounted to the Company related to travelling to Long Beach, CA from Bakersfield, CA, if necessary during the Consulting Period, with mileage from any use of Executive’s personal vehicle reimbursed at the current rates established by the U.S. Internal Revenue Service. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of the COBRA Payment Executive. Either the Company or Executive may terminate the Consulting Arrangement at any time at its option upon 5 days advanced written notice to the other party. During the Consulting Period, the Company will make an office available to Executive on a fully taxable cash payment equal month-to-month basis, which arrangement can be terminated upon 5 days advanced written notice to Executive by the COBRA premium Company. h. Other than as specifically provided for such monthin this Agreement, less applicable federalExecutive represents, state warrants and local payroll taxes and acknowledges that the Company owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other withholdings required by lawcompensation, for the remainder benefits, payments or remuneration of the COBRA Payment Periodany kind or nature.

Consideration. In consideration for Employee signing this Agreement and General Release and complying with it and the terms of Employee’s execution of this her Employment Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of CuraGen agrees upon the Separation Date (from Service Date: a) To pay to Employee the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross lump sum amount of $512,500.00, subject to standard payroll deductions 223,660 less applicable taxes and withholdings. This amount will be paid , solely on account of involuntary severance as soon as administratively practicable following satisfaction of the conditions for payment specified in a single lump sum paragraph 3 and 4.c., but no later thirty (30) than sixty days after the Supplemental Release Effective Separation from Service Date, as defined therein. b COBRA. Provided that . b) If Employee properly and timely elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action Company’s group health plan in accordance with the plan’s COBRA continuation requirements, CuraGen will cause the cost of 1985, as amended COBRA coverage for the Employee (“COBRA”) for Employee and her eligible covered dependents following Employee’s separation, dependents) to be adjusted such that the Company shall pay to health insurance provider premiums at the full monthly COBRA premiums necessary to continue same percentage as if the Employee were still then actively employed for a period commencing on the Employee’s Separation from Service Date, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as ending on the earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) either January 31, 2009, or the date when on which the Employee becomes eligible for substantially equivalent to participate in any other employer sponsored group health insurance coverage in connection with new employment or self-employment; or (iiiplan, all as provided under Paragraph 11(C) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the Employment Agreement. Thereafter, Employee shall be entitled to continue such COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, coverage for the remainder of the COBRA Payment Periodperiod at her own expense. c) The salary continuation and other benefits payable to Employee are conditioned upon the occurrence of the following: 1) the Company’s receipt of Employee’s executed Agreement and General Release; 2) the expiration of the seven day revocation period set forth below; and 3) the Company’s receipt of the letter signed by Employee in the form attached hereto as Exhibit A more than seven (7) calendar days after the execution of the Agreement and General Release. d) In the event that a Change in Control (as defined in Section 10 of the Employment Agreement) occurs within twelve months of the Employee’s Separation from Service Date, then Employee shall be entitled to an additional $223,660 paid ratably over a 12 month period, which shall commence on January 1, 2009, an additional two times the Employee’s target annual bonus, based on her compensation immediately prior to her Separation from Service and paid in a lump sum in January 2009, together with up to an additional 12 months of employer paid COBRA continuation coverage (or if applicable, payments in lieu thereof), all as provided in Section 11(D) of the Employment Agreement. Notwithstanding anything in this Plan to the contrary, CuraGen and Employee may mutually agree to pay all or a portion of the Employee’s severance pay benefits specified in this paragraph 4.d. prior to the time specified in this Agreement, but only to the extent such acceleration is not prohibited under Code Section 409A. e) The provisions of this paragraph 4 shall constitute an election as to form of payment in accordance with Section 3.02 of IRS Notice 2006-79, as subsequently may be modified, and a modification of the applicable provisions of the Employment Agreement to permit such election and to restrict the events on which such severance shall be paid to involuntary severance.

Consideration. A. In consideration of for Employee’s promises, covenants, agreements, and releases set forth in this Agreement, Employer agrees that beginning on the next regular payroll date following Triggering Termination Date, subject to Employee’s execution of this Agreement and the expiration of the revocation period described in Section 8.C. of this Agreement, and provided that Employer shall continue to pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B his biweekly wages based on or within five (5) days of the Separation Date his current annualized salary in accordance with Employer’s normal payroll periods (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke itthrough March 15, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended 2016 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Termination Benefits Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant The Salary Continuation Payments made to this Section, the Company Employee shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state and local payroll taxes tax and other withholdings required withholdings. While receiving the Salary Continuation Payments, should Employee secure any employment or self-employment arrangement, including a consulting arrangement, then the Termination Benefits Period shall end and the Salary Continuation Payments will discontinue as of date Employee secures such employment or self-employment arrangement, and Employer shall pay the remaining amount of the Salary Continuation Payments in lump sum to Employee. Employee understands and acknowledges that despite receiving the Salary Continuation Payments, Employee shall not be required to perform any job related duties. B. Employer will pay Employee a severance payment equal to the sum of ten months of Employee’s current salary in the amount of $264,166.66 plus an additional amount of $75,000 (collectively, the “Lump Sum Severance Payment”) in a single cash lump sum payment on March 15, 2016. The Lump Sum Severance Payment made to Employee will be subject to federal, state and local tax and other required withholdings, including pursuant to Section 2.D.(i) hereof as applicable. C. Employee will be granted a dues free recallable membership (the “Membership”) at a club selected by lawEmployee (the “Club”) with “Signature Gold Golf” privileges, as the same may change from time-to-time for a period of five years from the Triggering Termination Date. The initiation deposit/fee will be waived for the Club. There shall be no other discounts associated with the Membership and Employee shall not be permitted to otherwise upgrade the Membership. Employee may not transfer, sell, pledge or encumber the Membership; provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, once during the five year term of the Membership. Employee must abide by all rules, regulations, and policies and otherwise pay all charges in a timely manner with the understanding that Employer or Club may terminate Employee’s Membership without the need for any grievance committee hearing in the event Employee does not abide by such requirements. The Membership may be recalled if the Employer (or an affiliate of the Employer) no longer owns the Club, at which time the new owner of the Employer or the Club (as applicable) shall be entitled to charge Employee the then current dues (subject to any periodic increases charged to other members of the Club); provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, if Employee has not already done so. D. Employee shall become vested in any equity-based awards for which the applicable vesting conditions are satisfied prior to the earlier of March 15, 2016, and the date on which the Termination Benefits Period ends, and shall otherwise become vested in all the remaining unvested Restricted Shares (as defined in the Stock Plan) on the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends, in each case issued to Employee under the Amended and Restated 2012 ClubCorp Holdings, Inc. Stock Award Plan (the "Stock Plan"). Employee acknowledges and agrees that upon the vesting of any such equity-based awards, Employee will be treated as having received compensation income, which will be subject to withholding by Employer and reported on a Form W-2 for the 2016 tax year. Upon any applicable vesting date, Employee shall elect to either permit Employer to (i) deduct the amount of Employee’s withholding liability from any amounts then payable to Employee, including the Lump Sum Severance Payment, and immediately remit any balance owed by Employee or (ii) forfeit a portion of the shares received upon such vesting to satisfy Employee’s withholding liability and immediately remit any balance owed by Employee to cover a fractional share amount; should Employee fail to timely make such election, Employer shall satisfy Employee’s withholding liability under Section 2.D.(ii). Except as otherwise set forth herein, any other unvested equity held by Employee as of the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends shall be forfeited on such date in accordance with the terms of the Stock Plan. All grants made under the Stock Plan shall otherwise continue to be subject to the terms and conditions of the Stock Plan and ClubCorp Holdings, Inc.’s security trading policy (the “Policy”), and Employee agrees that he may not buy, sell or otherwise transfer any shares, whether issued to Employee under the Stock Plan or otherwise, during the six (6) months following the Triggering Termination Date, except during “Window Periods” as defined in the Policy after requesting and receiving pre-clearance from the General Counsel of ClubCorp Holdings, Inc. as required under the Policy. E. Employee will remain eligible to receive an incentive payment under the 2015 Short Term Incentive Plan, subject to the terms of the 2015 Short Term Incentive Plan previously acknowledged by Employee, with any discretionary amount being determined by the Employer’s President. F. Employee shall receive additional consideration in the amount of $10,000.00, subject to federal, state and local tax and other required withholdings, for the remainder reimbursement of the COBRA Payment Periodhis expenses incurred in commuting from his primary residence in Wisconsin to Employer’s corporate office in Texas.

Consideration. In consideration of Employee’s execution of for the covenants undertaken and the releases given by Employee in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B A, subject to Paragraph 2(b), provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke her signature on or this Agreement; signs and returns the Supplemental Release within five (5) 21 days of the Separation Date (but not earlier than the “Supplemental Release”) Separation Date); and does not revoke ither signature on the Supplemental Release, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. Separation Payment and the Supplemental Release Payment (together, the “Settlement Payments”) as follows: a. The Company will shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in Employee the gross amount of one million and seven hundred and fifty thousand dollars ($512,500.001,750,000), subject to standard payroll deductions less statutory taxes and withholdingswithholdings (the “Separation Payment”). This amount The Separation Payment will be paid in a single lump sum no later one installment to occur within thirty (30) days after the Separation Date. The Company will issue a Form W-2 in the regular course of business for the Separation Payment. b. The Company shall pay Employee the gross amount of five hundred thousand dollars ($500,000), less statutory taxes and withholdings (the “Supplemental Release Effective Payment”). The Supplemental Release Payment will be paid in one installment to occur within thirty (30) days after Employee executes the Supplemental Release (provided she does not revoke it). The Company will issue a Form W-2 in the regular course of business for the Supplemental Release Payment. c. After the Employee’s Separation Date, as defined therein. b COBRA. Provided that the Company will also provide Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“COBRAthe Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for fourteen (14) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if she becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) under another employer’s comparable plans. To the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable extent required by federal tax law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment an amount equal to the COBRA difference between the premium that Employee would be required to pay for such monthcoverage under COBRA and the active employee rate will be reported as taxable income to Employee, less and Employee will pay to the Company an amount equal to the applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtax withholding on such amount.

Consideration. In consideration of Employeefor Executive’s execution of signing this AgreementAgreement and compliance with its terms, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and Executive does not revoke itthis Agreement as provided in paragraph 7 below, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of agrees to: a. Pay $443,210 representing twelve (12) months of EmployeeExecutive’s base monthly salary (“Separation Pay”), in accordance with the Company’s regular payroll practices, including making the usual deductions and withholdings from salary. Payments will be made as follows: (i) The first payment of $147,737 will be made on the payroll date that occurs 20 business days after the date Company receives a signed and dated copy of this Agreement from Executive. (ii) The remaining $295,473 of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Pay shall be paid in a single lump sum no later thirty eight (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended 8) equal monthly payments commencing four (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (124) months after the separation date from the Company. b. If Executive is eligible for and properly and timely elects to continue medical, vision and/or dental coverage under Company’s group health plan in accordance with the continuation requirements of COBRA, Company will reimburse Executive 100% of the cost of the premium for such coverage (at the same level of coverage for Executive in effect immediately prior to the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from beginning on the Separation Date through the earlier of and ending on March 1, 2024 (i)-(iii), unless Executive’s COBRA coverage period ends earlier) (the “COBRA Payment Period”). Notwithstanding Reimbursements shall be made on a regular payroll basis, commencing as soon as reasonably practicable following the foregoingdate on which this Agreement becomes effective and after proof of payment is submitted by Executive. Executive must submit proof of payment of the monthly COBRA premiums to receive reimbursement. The proof for each month’s payment must be submitted within 30 days after making the COBRA payment for the reimbursement to be provided. Nonetheless, if at any time Executive becomes employed by another employer and is eligible for coverage under the group benefits plan of the new employer, Company will no longer reimburse the cost of the premiums for COBRA continuation as of the date of eligibility under the new employment. Executive agrees to immediately notify Company in writing of such new employment so that Company receives such notification prior to the commencement of this new employment. c. Executive’s 2022 4th quarter Incentive Bonus, as defined in Executive’s January 1, 2017 Employment Agreement with the Company determines that its payment and calculated as $221,605 will be paid within 20 days of COBRA premiums on Employee’s behalf would result in a violation execution of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreement.

Consideration. a) In consideration of Employee’s execution of the releases and promises set forth in this Agreement: i. the Company shall pay Executive the sum of $420,420, representing an amount equal to one times Executive’s Base Salary (as defined in the Employment Agreement), less all applicable withholdings, deductions and provided that Employee signs taxes as required by law, payable in one lump sum within thirty days after the Supplemental Release of Claims attached hereto Effective Date (as Exhibit B on or within five (5defined in Section X below) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) and does not revoke it, ); ii. all of the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary unvested stock options held by Executive as of the Separation Date as listed on Exhibit A shall fully vest on the Separation Date and not be subject to forfeiture; and iii. the Company shall reimburse Executive for reasonable legal fees in an amount not to exceed $10,000 that the gross amount Executive incurs in connection with the negotiation of $512,500.00this Agreement, subject to standard payroll deductions the delivery of appropriate documentation thereof and withholdings. This amount will be paid in a single lump sum no later provided that the Executive shall submit invoices to the Company within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as incurrence of the expense. b) The Separation DatePayment will be reported on an IRS Form W-2. The COBRA coverage benefit Executive understands, acknowledges and agrees that the Separation Payment will be paid on a monthly basis until by the earliest ofCompany, provided: (ia) twelve Executive is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (12b) months after Executive does not revoke the Agreement within the Revocation Period described in Section IX below; and (c) Executive first returns a signed and dated copy of this Agreement to the Company. Executive acknowledges that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Payment and other consideration to be eligible for COBRA continuation coverage for any reason, including plan termination (such period provided under the terms of this Agreement is not an entitlement and shall serve as good and sufficient consideration of the promises made by Executive herein. Executive further acknowledges that the Separation Payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the Separation Date Payment even though its payment may be processed through Insperity. c) Executive acknowledges and agrees that the earlier Compensation Committee of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Board of the Company determines that its payment has not established an annual bonus target for Executive or any related performance goals for an annual bonus for Executive and, therefore the pro rata portion of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums the annual performance-based cash bonus for fiscal year 2024 owed to Executive pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Section 7(d)(ii) of the COBRA Payment Period, a fully taxable cash payment equal Employment Agreement shall be deemed to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbe $0.

Consideration. In (a) As consideration of Employee’s execution of this Agreement, and provided that Employee signs in full for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days acquisition of the Separation Date Shares from the Sellers, Buyer is paying the Sellers an aggregate of $65,000,000 (the “Supplemental ReleasePurchase Price”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee), as severancesuch amount may be adjusted pursuant to this Section 2.2, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00Section 2.3 and Section 9.6, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty the respective amounts determined based on each Seller’s Ownership Percentage, as set forth on Schedule 3.5. The portion of the Purchase Price payable at the Closing will be made by wire transfer of immediately available funds to the Sellers’ bank accounts specified in Schedule 2.2. (30b) days after On the Supplemental Release Effective Closing Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Buyer will deposit $9,750,000 of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Purchase Price (the “COBRAEscrow Amount”) for Employee into an interest bearing escrow account to be held pursuant to an escrow agreement, by and her covered dependents following Employee’s separationamong Buyer, Sellers, the Company shall pay Sellers’ Agent and the escrow agent named therein, and substantially in the form of Exhibit A (the “Escrow Agreement”). The Escrow Amount will be held in escrow and maintained and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Amount will be used to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s secure and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (satisfy indemnification obligations and her covered dependents) as reimbursement obligations of the Separation Sellers following the Closing Date. The COBRA coverage benefit Amounts paid out of the Escrow Amount will be paid made by wire transfer of immediately available funds to the account specified by the receiving party in writing. The balance of the Escrow Amount will be released and disbursed to the Sellers (to an account specified in writing by the Sellers’ Agent) in four equal installments of $2,437,500 on a monthly basis until each of the earliest ofnine, twelve, fifteen and eighteen month anniversaries of the Closing Date; provided, however, that the following will be deducted from such installment payments: (i) twelve with respect to the first installment payment, any amounts paid to Buyer from the Escrow Amount since the Closing Date and with respect to each installment payment thereafter, any amounts paid to Buyer from the Escrow Amount since the previous installment payment (12) months after plus any amounts paid to Buyer from the Separation Date; Escrow Amount that were in excess of the previous installment payments available to be paid to the Sellers), and (ii) reasonable amounts for any unresolved claims for Damages pending and outstanding reimbursement obligations of the date when Employee becomes eligible for substantially equivalent health insurance coverage Sellers, which amounts will remain in the Escrow Amount until such matter is finally resolved, at which time the receiving party will be paid such amount from the Escrow Amount. Any interest earned on the Escrow Amount will be paid to the Sellers simultaneously with the disbursements to the Sellers under the Escrow Agreement. (c) On the Closing Date, Buyer will withhold $547,000 of the Purchase Price (the “Holdback Amount”), which amount represents the balance of the approximately $728,000 tax deposit to be paid by the Company to the Internal Revenue Service in connection with new employment or self-employment; or (iii) the date Employee ceases Company’s Filing Form 8752 pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination Code Section 7519 (such period from the Separation Date through the earlier of (i)-(iii)aggregate amount, the “COBRA Payment PeriodS Corporation Fiscal Year Retention Deposit”). Notwithstanding Buyer will pay to the foregoingInternal Revenue Service, if at any time on behalf of the Company, the balance of the S Corporation Fiscal Year Retention Deposit when due. Within five business days of the Company’s receipt thereof, Buyer will cause the Company determines to pay to the Sellers (to an account specified in writing by the Sellers’ Agent) the amount of the S Corporation Fiscal Year Retention Deposit that its is refunded to the Company by the Internal Revenue Service. Such refunded amount paid to the Sellers will be deemed to be Purchase Price and any amounts not so refunded to the Company will be a reduction to the Purchase Price. If the Holdback Amount is less than the balance of the S Corporation Fiscal Year Retention Deposit payable by the Company to the Internal Revenue Service after the Closing Date, any difference will be deducted from the Escrow Amount and paid to Buyer. If the Holdback Amount is greater than the balance of the S Corporation Fiscal Year Retention Deposit payable by the Company to the Internal Revenue Service after the Closing Date, any difference will be paid to the Sellers’ Agent within five business days of the date payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month balance of the COBRA Payment Period, a fully taxable cash payment equal S Corporation Fiscal Year Retention Deposit to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodInternal Revenue Service is due.

Consideration. In consideration of Employee’s execution of this Agreement, for and provided that subject to Employee signs the Supplemental Release of Claims attached hereto as Exhibit B signing on or within five (5) 21 days of after the Separation Date the release of claims set forth on Exhibit A hereto (the “Supplemental Release”) and does not revoke it), the Company will agrees to pay or provide Employee with the following severance payments and benefits: a Severance Payment. The Company will pay Employee: a. A lump sum payment of $2,193,989, as severanceto be paid on or promptly following the Officer Termination Date (but no later than 3 business days following the Officer Termination Date, subject to compliance with applicable laws and regulations), reflecting the equivalent sum of twelve (12i) months of one times Employee’s base salary as salary, (ii) one times Employee’s target bonus for fiscal 2007 and (iii) a prorated target bonus for 2008. b. Reimbursement for the cost of medical insurance coverage at a level equivalent to that provided by the Company to Employee and his dependents immediately prior to the Separation Date in the gross amount of $512,500.00and elected by Employee through COBRA (or, subject to standard payroll deductions and withholdings. This amount will be paid in if Employee is no longer eligible for COBRA continuation coverage, through a single lump sum payment in an amount necessary to permit Employee to obtain medical insurance coverage at a level equivalent to that provided by the Company immediately prior to the Separation Date, which lump sum payment shall be made to the Employee promptly after Employee provides the Company with the necessary documentation but in any event no later thirty (30) than five business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as first anniversary date of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until ) and for the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health cost of life and disability insurance coverage in connection with new employment or self-employment; or (iii) at a level equivalent to that provided by the date Employee ceases Company to be eligible Employee, for COBRA continuation coverage for any reason, including plan termination (such a period from the Separation Date through the earlier of (i)-(iii), i) the “COBRA Payment Period”)one-year anniversary of the Separation Date or (ii) the time Employee begins alternative employment. Notwithstanding Receipt of the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums benefits pursuant to this Section, clause (c) shall be subject to Employee not revoking the Company shall pay Employee on ADEA Release (as defined in the last day of each remaining month of the COBRA Release). c. Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder reasonable attorney’s fees and expenses incurred by Employee in connection with the review and negotiation of this Agreement, in an amount not to exceed $10,000, such payment to be made within 30 days following the COBRA Payment PeriodSeparation Date.

Consideration. (a) In consideration of EmployeeExecutive’s execution termination of this employment, and the termination of the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto as Exhibit B on or within five Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (5c) days below: (i) Payment to Executive of the Separation Date Three Hundred Thirty-Six Thousand Dollars ($336,000) (the “Supplemental ReleaseSeverance Amount”) and does not revoke it, the Company will provide Employee ). The Severance Amount shall be payable in accordance with the Company’s normal payroll procedures commencing on the first regularly scheduled payday following severance benefits: a Severance Payment. The Company will pay Employeethe earlier to occur of the first business day of the seventh month after the Termination Date or Executive’s death; (ii) Vest in full, as severance, the equivalent of twelve (12) months of Employee’s base salary effective as of the Separation Date date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, all of Executive’s outstanding unvested time-vested restricted stock grants; (iii) All of Executive’s unvested performance shares or performance-vested restricted stock grants shall be forfeited on the Termination Date; (iv) Provided that Executive timely elects COBRA continuation coverage for Executive and her eligible dependents effective as of July 1, 2015, Company will subsidize the cost of COBRA continuation coverage, and Executive will be responsible only for paying the portion of the premium paid by active employees for such coverage for the 1 year duration of COBRA continuation coverage (i.e., through June 30, 2016). Executive acknowledges that she will be required to pay her share of the premiums under this Section 4(a)(iv) with after-tax income. Further, Executive acknowledges that (A) any reimbursements received by Executive subsequent to the COBRA continuation coverage period may be taxable to Executive for federal and state tax purposes, and (B) the Company reserves the right to cease any subsidy or reimbursement under this Section 4(a)(iv) in the gross amount event that IRS rules prohibit such subsidy or reimbursement or payment of $512,500.00the subsidy or reimbursement would result in the imposition of an excise tax on the Company. Notwithstanding anything to the contrary herein, subject in the event Executive becomes eligible for coverage under any employer-sponsored health plan during the continuation period described above, all payments and subsidies under this Section 4(a)(iv) will cease. (b) Notwithstanding anything else contained herein to standard payroll deductions and withholdings. This amount will the contrary, no payments shall be paid in a single lump sum no later made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”), which has been signed by Executive no earlier than June 5, 2015; and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) applicable revocation period under the date Employee ceases Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that she would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be eligible for COBRA continuation coverage for made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested restricted stock grants as set forth in Section 4(a)(ii) above) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum, or as to benefits continued at Executive’s expense subject to reimbursement, which reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any reasonand all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including plan termination (such period from without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the Separation Date through the earlier laws of (i)-(iii)any jurisdiction and/or her Employment Agreement, the “COBRA Payment Period”). Notwithstanding the foregoing, if at and Executive agrees not to pursue or claim any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4 and Section 5) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In consideration of Employee’s execution of this AgreementAgreement and the release herein, and provided that Employee signs his compliance with his obligations hereunder and under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itConfidentiality Agreement, the Company will provide Employee with the following: (i) back pay wages through December 31, 2023 in the amount of $151,615.46, less all lawful and authorized withholdings and deductions (the “Salary Back Payment”), to be paid as soon as practicable following the Effective Date (as defined below) of this Agreement; (ii) the employee is entitled to severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) 24 months of the Employee’s base salary salary, less all lawful and authorized withholdings and deductions (the “Cash Severance”) under their Employment Agreement and both parties have agreed to engage in good faith negotiations on the amount of severance to be paid in the future in cash or stock awards as soon as practicable following the Effective Date (as defined below) of this Agreement; (iii) reimbursement of Employee for the period commencing on the Separation Date in and continuing through and including December 31, 2024 of the gross amount premiums associated with Employee’s continuation of $512,500.00, subject health insurance for Employee and Employee’s family pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended (“COBRA”), provided Employee timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy; (iv) for Employee and her covered dependents following Employee’s separation, reimbursement of expenses incurred by the Company shall pay to health insurance provider and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (v) full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as vesting of any earned shares of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Company’s common stock. Notwithstanding the foregoing, if at any time in the event the Company determines determines, in its reasonable discretion, that its payment of COBRA premiums on Employeethe Cash Severance Payment would jeopardize the Company’s behalf would result in ability to continue as a violation of applicable lawgoing concern, then in lieu of paying COBRA premiums pursuant to this Sectionaccordance with Treasury Regulation § 1.409A-3(d), the Company shall not pay Employee on the last day of each remaining month of Cash Severance Payment until the COBRA Payment Period, first taxable year in which it is able to make such payment without jeopardizing the Company’s ability to continue as a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodgoing concern.

Consideration. In (a) As consideration for Venglarik’s performance of Employeeconsulting services hereunder, Company agrees to pay Venglarik the amounts set forth in paragraph 2, below; and (b) As consideration for Venglarik’s execution non-competition and release undertakings and her other undertakings set forth herein and pursuant to the terms of the Company’s Executive Severance Arrangement, Company agrees to pay Venglarik twenty six bi-weekly payments of $11,154 each during the period from March 20, 2010 through March 19, 2011. Such bi-weekly payments will be made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Venglarik is not required to be paid pursuant to the foregoing for two full weeks (i.e., the first and last pay cycle of this Agreementperiod), her bi-weekly payment may be prorated accordingly. (c) Venglarik shall be eligible to continue her and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five her eligible dependents’ group health plan benefits (5) days of the Separation Date (the “Supplemental ReleaseHealth Benefits”) and does not revoke it, pursuant to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent provisions of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under During the Consolidated Omnibus Budget Reconciliation Action of 1985period from the Termination Date through March 19, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation2011, should Venglarik elect such COBRA continuation, the Company shall continue to pay its portion of the premium for Venglarik and any of Venglarik’s current eligible dependents’ Health Benefits so long as Venglarik continues to health insurance provider pay the regular employee share of such premium; provided, that if the Company’s payments pursuant to this Section 1(c) are structured as reimbursements to Venglarik, such reimbursements shall be made promptly after Venglarik’s payment of the applicable expense for Health Benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. Nothing in this Section shall be deemed to require the Company to reimburse Venglarik for any deductibles, co-pays or other similar type payments incurred by Venglarik relating to the Health Benefits. Following March 19, 2011, Venglarik shall be responsible for the full monthly COBRA premiums necessary cost of the group health plan benefits for herself and her eligible dependents. (d) Venglarik may be eligible, under the terms of the insurance policies governing the life insurance benefits provided to continue Employee’s and Employee’s covered dependents’ health Company employees to elect to convert her basic and/or supplemental life insurance coverage that is in effect for Employee (to an individual policy. Subject to Venglarik’s timely election to convert such coverage and her covered dependents) submitting proof of such conversion, in a form acceptable to the Company in its discretion, the Company shall, for the period from the Termination Date through March 19, 2011, provide a pre-tax reimbursement to Venglarik in an amount calculated as the monthly premium cost for such converted coverage over the applicable premium cost that would have been due from Venglarik had her employment with the Company continued during such period. Such reimbursements shall be made promptly after Venglarik’s payment of the Separation applicable premium expense for the life insurance benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. (e) Should Venglarik secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments and any Company payments for COBRA continuation or life insurance benefits for the period following Venglarik’s attainment of other employment. (f) Subject to Venglarik’s compliance with the terms hereof, the Compensation Committee will extend the exercisability of Venglarik’s outstanding stock appreciation rights and will credit Venglarik’s service as a consultant pursuant hereto as continued employment for purposes of Venglarik’s outstanding stock appreciation rights, time-vested deferred stock and performance-conditioned deferred stock, in any case, for the period(s) set forth with respect to such outstanding awards on Schedule A hereto and with respect to the time-vested deferred stock granted to Venglarik on May 2, 2006, the Compensation Committee will vest all the remaining shares from such grant on March 19, 2010. Pursuant to their terms, Venglarik’s units granted pursuant to the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “SPP Plan”) shall vest and be converted to shares of CDI Stock (as defined in the SPP Plan) on her Termination Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: Company’s obligations under this Section 1 are contingent upon (i) twelve (12) months after the Separation Date; Venglarik having executed this Agreement, (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage seven (7) day revocation period provided in connection with new employment or self-employment; or Section 8, below, having expired and (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier Venglarik having not exercised that right of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrevocation.

Consideration. In You are currently receiving the severance benefits provided under Section 7(a) of the Employment Agreement, in satisfaction of the obligations to you upon termination of your employment for Good Reason pursuant to Section 6(e) of the Employment Agreement, and the Company agrees to continue to provide you such severance benefits during the Severance Period (as defined herein). Subject to your continued compliance with the terms of this Agreement and the non-revocation of the release set forth in Section 7 hereof prior to the Effective Date, and in consideration of Employee’s execution of the covenants and the release set forth in this Agreement, the “Severance Period” (as defined in Section 7(a) of the Employment Agreement) will be increased by six (6) months and provided approximately three (3) weeks from eighteen (18) calendar months, so that Employee signs the Supplemental Release Severance Period will end on May 19, 2004, as opposed to October 22, 2003. A summary of Claims any other compensation that you are entitled to receive and the amounts that you owe the Company is attached hereto as Exhibit B on or within five (5) days A. The amounts owed by you to the Company will be offset from the payment for your accrued vacation and your severance payments. With respect to your continued participation in any healthcare plans of the Separation Date (Company during the “Supplemental Release”) and does not revoke itSeverance Period, the Company will provide Employee reimburse you for the cost of the premiums for such coverage, but it will be your obligation to remit those premiums to the insurance carrier in a timely manner, and you understand and agree that if you fail to do so, your coverage will be cancelled and the Company shall be released from the obligation to continue your participation in its healthcare plans. The healthcare coverage provided to Executive during the Severance Period shall be subject to and on a basis comparable in the aggregate with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as terms and conditions of the Separation Date Company’s healthcare plans including any successor plans, provided, however, in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after event the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCompany terminates or discontinues its healthcare plans or any successor plans, the Company shall pay remain obligated to health insurance provider make available to Executive healthcare coverage comparable in the full monthly COBRA premiums necessary aggregate (or reimburse Executive for same) during the Severance Period. You understand and agree that your participation during the Severance Period will run simultaneously with, and therefore reduce, the coverage continuation period under “COBRA,” to continue Employee’s the extent applicable. Except with respect to your accrued and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (vested rights under the NGP tax-qualified 401(k) plan and her covered dependents) the NGP Deferred Compensation Plan, and as otherwise expressly provided herein, you will not be entitled to any compensation, severance or benefits from the Company or any of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months its subsidiaries or affiliates after the Separation Termination Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time following the Company determines that its payment of COBRA premiums on Employee’s behalf would result in Termination Date, while serving as a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month member of the COBRA Payment PeriodBoard, a fully taxable cash payment equal you will be eligible to receive the COBRA premium for such monthbenefits generally provided to other non-employee directors as in effect from time to time, less applicable federaland the Indemnification Agreement between you and the Company, state and local payroll taxes and other withholdings required by lawdated as of December 14, for 2001 (the remainder of “Indemnification Agreement”), will continue in accordance with the COBRA Payment Periodterms thereof.

Consideration. (a) In consideration of Employeeexchange for Executive’s execution of transition services contemplated in this Agreement, and provided that Employee signs Executive’s confirmation of the Supplemental continued effect of his restrictive covenants, full release of Company in the form of Release of Claims attached hereto as Exhibit B on or within five A, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will provide the additional consideration set forth below, subject to ordinary and lawful deductions and Sections 4(b) and (5c) days below: (i) Pay to Executive a lump sum payment equal to Five Hundred Seven Thousand Two Hundred Sixty Four Dollars, which is one (1) times the Executive’s annual Base Salary in effect immediately prior to the effective date of the Separation Date this Agreement (the “Supplemental ReleaseSeverance Amount”); (ii) Pay to Executive the short term incentive bonus that would be payable to Executive under the terms of Company’s annual short term incentive plan for fiscal year 2022 had Executive remained employed at Company as SVP, Chief Legal and does Sustainability Officer and Corporate Secretary through the end of fiscal year 2022 (i.e., 80% of base compensation at target, with 50% minimum and 200% maximum payouts pursuant to the terms of the 2022 short term incentive plan); (iii) Ensure that (a) all 3,880 performance-based restricted stock units granted to Executive in 2022 continue to vest, and to the extent vested, be settled in shares of Company common stock in the same manner and at the same time in 2025 as if Executive had remained employed by Company, and (b) all 21,821 time-based restricted stock units that are scheduled to vest in 2023 and beyond due to Executive’s continued employment (and not revoke it, any other possible vesting event) vest on the Company will provide Employee with the following severance benefits: Termination Date; and (iv) Pay to Executive a Severance Payment. The Company will pay Employee, as severance, the equivalent of lump sum equal to twelve (12) months of Employee’s base salary as times the portion of the Separation Date in monthly premium charged by the gross amount of $512,500.00Company on January 1, subject 2023 pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) 1985 for Employee and her covered dependents following Employee’s separation, family coverage for calendar year 2023 that the Company bears on behalf of an active employee for such coverage. (b) Notwithstanding anything else contained herein to the contrary, no payments shall pay be made or benefits delivered under this Agreement (other than payments required to health insurance provider be made by Company pursuant to Section 5 below) unless, within sixty (60) days after the full monthly COBRA premiums necessary Termination Date, (x) Executive has signed and delivered to continue Employee’s Company a Release in the form attached hereto as Exhibit A (the “Release”), which has been signed by Executive no earlier than the Termination Date; and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependentsy) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until day following the earliest of: expiration of the applicable revocation period without Executive having elected to revoke the Release (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment PeriodRelease Effective Date”). Notwithstanding Any payments scheduled to be made prior to the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Release Effective Date shall be accumulated and paid in a violation lump sum on the sixtieth (60th) day after the Termination Date. Executive agrees and acknowledges that he would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable lawrevocation period without Executive having revoked the Release. (c) As a further condition to receipt of the benefits in Section 4(a) above, then Executive acknowledges that these benefits are in lieu of paying COBRA premiums pursuant any other amounts that he may claim to be owed to him upon the termination of his employment relationship with Company, other than those specifically set forth in this SectionAgreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under his Employment Agreement or the Company shall pay Employee on the last day laws of each remaining month Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, Executive, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In consideration Provided you: (a) satisfy the terms of Employee’s execution Section 1, this Agreement has become effective and your Last Day of Employment is the Last Day of the Transition Period, (b) timely execute Exhibit A (which includes a general release and waiver of claims and other promises therein and which must be executed on or within twenty-one (21) days following, but not before, your Last Day of Employment) and do not revoke it, and (c) otherwise comply in all material respects with your obligations under this Agreement and your continuing obligations under the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, and provided that Employee signs the Supplemental Release an executed copy of Claims which is attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental ReleaseNDA”) and does ), other than any such non-compliance that, if curable, is not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later cured within thirty (30) days after written notice of any such non-compliance, you will be eligible to receive the Supplemental Release Effective Dateseverance payments and benefits set forth in this Section 3. a) The Company will pay you severance in the amount of $530,875, as defined thereinwhich constitutes your current annual base salary. b COBRAThe severance will be paid over the twelve (12)-month period following your Last Day of Employment in installments according to the Company’s normal payroll practices, with payments commencing on the first regular payroll date following the sixtieth (60th) day after your Last Day of Employment. Provided that Employee timely elects continued coverage under The first payment will include any installments not yet paid between your Last Day of Employment and the Consolidated Omnibus Budget Reconciliation Action date of 1985, as amended the first payment; b) For the twelve (“COBRA”) for Employee and her covered dependents 12)-month period following Employee’s separationyour Last Day of Employment, the Company shall will pay you $1,200 each month, which you may use to health insurance provider cover a portion of your healthcare costs; c) The Company will reimburse you for up to $1,000 in moving expenses that you incur to move your personal furniture out of your office at the full monthly COBRA premiums necessary Company’s headquarters, provided that you timely submit receipts for such expenses in accordance with the Company’s expense reimbursement policy; d) The Company has agreed to provide you with a consulting arrangement in accordance with the terms set forth in the Consulting Agreement attached hereto as Exhibit C (the “Consulting Agreement”); e) On your Last Day of Employment, your Outstanding Options, to the extent not then vested and exercisable, will continue Employee’s to vest and Employee’s covered dependents’ health insurance coverage become exercisable pursuant to their terms during your consultancy pursuant to the Consulting Agreement. Any and all of your Outstanding Options on your Last Day of Employment that is are not listed on Exhibit D, to the extent such Outstanding Options are then vested and exercisable or to the extent such Outstanding Options become vested and exercisable pursuant to the immediately preceding sentence, will remain exercisable until December 31, 2022, notwithstanding anything to the contrary in effect for Employee (and her covered dependents) as any of the Separation Dateterms of such Outstanding Options (it being understood and agreed that this sentence shall be deemed and treated as an amendment or modification of any contrary term of any of such Outstanding Options). You agree and acknowledge that to the extent that any of your Outstanding Options on your Last Day of Employment that are not listed on Exhibit D are intended to be treated as incentive stock options under Section 422 of the Code, the foregoing amendment of such Outstanding Options pursuant to this Section 3(e) will result in such Outstanding Options being treated as nonqualified stock options; and f) The COBRA coverage benefit Company may award you a pro-rated 2020 annual incentive bonus, subject to the sole and absolute discretion of the Company’s Board of Directors, based on your and the Company’s extraordinary performance during fiscal year 2020. To the extent awarded, any 2020 annual incentive bonus will be multiplied by a fraction, the numerator of which is the number of days in fiscal year 2020 up to and including your Last Day of Employment and the denominator of which is 366. Such 2020 annual incentive bonus will be paid between January 1 and March 15, 2021. g) You will also be paid for any outstanding unreimbursed expenses incurred in accordance with Company policy prior to the Last Day of Employment and submitted for reimbursement in accordance with Company policy. h) The Company will pay you $26,182, payable on or about the time that the Company pays 2019 annual incentive bonuses to its employees, which amount shall represent the amount necessary to compensate you for a monthly basis until prior benefit that the earliest Company was required to provide to you and was not previously provided. For the avoidance of doubt, this amount shall not be considered part of: (, or taken into consideration by the Company in determining the amount of, your 2019 annual incentive bonus, which amount under this Section 3(h) will be paid to you as and when 2019 annual incentive bonuses are paid to other executives of the Company. i) twelve In the event that a Change of Control (12as defined in the Company’s 2017 Equity Incentive Plan, as may be amended from time to time) occurs within three (3) months after following your Last Day of Employment, you will receive the Separation Date; Change of Control Severance Amount and such other benefits (iiincluding acceleration of all outstanding equity awards) as provided under the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration of EmployeeExecutive’s execution acceptance of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) abidance by its terms and does not revoke itconditions, the Company will provide Employee Executive with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve : (12a) months of Employee’s base Executive shall remain in his current position on payroll and receive full salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective benefits until his Resignation Date, as defined thereinunless otherwise agreed to in writing by the Parties. b COBRA. Provided that Employee timely elects continued coverage under On the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationResignation Date, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue EmployeeExecutive a lump sum cash payment in respect of Executive’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after accrued but unpaid base salary earned through the Separation Resignation Date; , and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date accrued but unused vacation time earned through the earlier of (i)-(iii), the “COBRA Payment Period”)Resignation Date. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionIn addition, the Company shall pay Employee reimburse Executive for all business expenses incurred on behalf of the Company through the Resignation Date, in accordance with the Company’s policies with respect to the reimbursement of expenses. (b) Executive shall remain a service provider such that Executive’s equity awards and/or stock options with the Company shall continue to vest pursuant to the Plan terms, until the Resignation Date; (c) Provided that Executive executes, on or within 21 days of February 15, 2019, the Reaffirmation of Settlement and General Release (the “Reaffirmation Agreement”) attached hereto as Exhibit B, and does not revoke the Reaffirmation Agreement in accordance with its terms, then Executive shall be entitled to following additional benefits: (i) Executive shall remain eligible for any earned incentive compensation based on his performance as the Company’s Chief Revenue Officer for Fiscal Year 2019. It is understood and agreed that such incentive compensation will be calculated and paid based on the last day Company’s standard timeline for payment of each remaining month commissions; and (ii) Subject to early termination as set provided in the agreement, Executive shall become a non-employee Consultant to the Company’s Chief Executive Officer through February 15, 2020, for a period of approximately 12-months, terminable on written notice, as fully set forth in the Exclusive Consulting Agreement (the “Exclusive Consulting Agreement”) attached hereto as Exhibit C. As a non-employee Consultant, it is understood and agreed that Executive shall qualify as a “service provider” and will continue time based vesting throughout the term of the COBRA Payment PeriodExclusive Consulting Agreement with respect to Restricted Stock Unit (“RSU”) grant number 00005598, 006990 and 00009297 under the Company’s Amended and Restated 2011 Equity Incentive Plan, and the 2018 DocuSign, Inc. Equity Incentive Plan (collectively, the “Plan”). For the purposes of clarity, Executive shall not be considered a fully taxable cash payment equal “service provider” during the term of the Exclusive Consulting Agreement and shall cease all time based vesting on his Resignation Date with respect to RSU grant number 001816 and 003342. Upon termination of the Exclusive Consulting Agreement on February 15, 2020 (or earlier following the terms of that agreement), Executive shall cease to be a service provider under the Plan with respect to RSU grant number 00005598, 006990 and 00009297 and any remaining unvested equity on that date shall be cancelled pursuant to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder terms of the COBRA Payment PeriodPlan. Notwithstanding any other provision of this Agreement to the contrary, if Executive materially breaches any of the covenants under the Confidential Information, Invention Assignment and Arbitration Agreement or his duty of loyalty during the consulting period, then Executive shall forfeit his right to receive the benefits set forth in Section 2(c), to the extent then unpaid. This paragraph shall be in addition to any other remedy at law or in equity available to the Company.

Consideration. a. In consideration exchange for Employee timely signing and returning the Agreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the release of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itclaims in Section 5 below, the Company will provide Employee with the following severance benefits: a Severance Payment. amounts and benefits (the “Release Consideration”): i. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary in effect as of the Separation Date plus a pro-rated annual bonus for 2023 paid at target in proportion to the gross amount percentage of $512,500.00the year in which Employee was employed by the Company, subject less applicable taxes, withholdings and deductions (the “Cash Severance Payment”), to standard payroll deductions which Employee is not otherwise entitled, pursuant to the applicable timing set forth in Section 2.3 of the Severance Plan. ii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following upon Employee’s separation, submission to the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue of evidence of Employee’s and Employee’s covered dependents’ health insurance coverage that is , if applicable, enrollment in effect for Employee (and her covered dependents) as COBRA, the Company will pay a portion of the Separation Date. The Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA coverage benefit will be paid on a monthly basis directly to the insurer or COBRA administrator, as applicable, until the earliest of: (iA) the date that is twelve (12) months after following the Separation Date; , (iiB) the date when on which Employee becomes and Employee’s eligible for substantially equivalent dependents, if applicable, become covered by the group health insurance coverage in connection with new employment or self-employment; or plan of a subsequent employer and (iiiC) the date Employee ceases to be eligible expiration of Employee’s eligibility for COBRA continuation coverage for any reason, including plan termination under COBRA (such period from the Separation Date through the earlier earliest of clauses (i)-(iiiA), (B), and (C) the “COBRA Payment Period”). The amount of this portion will be the same portion of the premium cost as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date. The period of continued benefits under this paragraph shall run concurrently with (and shall count against) the Company’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot provide the COBRA premium benefits above without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthe Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionthereof, the Company shall will pay Employee on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder monthly portion of the premium cost for group medical, vision and dental coverage as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date, subject to applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to or on the Effective Date shall be paid in a single lump sum on the first regularly scheduled payroll date of the Company following the Effective Date, and any remaining Special Severance Payments will be paid in accordance with the schedule described above. Any Special Severance Payments will be made regardless of whether Employee elects COBRA Payment Periodcontinuation coverage. iii. If Employee signs this Agreement by July 7, 2023 and does not exercise any legal right to revoke it prior to July 15, 2023, each Company stock option granted to Employee that is outstanding as of the Separation Date (each, a “Stock Option”) shall continue to vest until the end of the Transition Period and shall continue to be exercisable until the earlier of June 30, 2024 and the original expiration date of the Stock Option, subject to the Company’s ability to terminate such Stock Option earlier in the event of a corporate transaction or a dissolution or liquidation of the Company to the extent permitted by the terms of the governing equity plan. Except as provided in the foregoing sentence, the terms of all Stock Options shall remain the same and the Stock Options shall continue to be governed in all respects by the governing equity plan documents and agreements. Employee should consult with Employee’s personal tax advisor regarding the implications of the above-described extension of the post-termination exercise period of any Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). iv. Notwithstanding any contrary provision in Employee’s offer letter dated September 12, 2022 (the “Offer Letter”), Employee shall not be required to repay the Sign-On Bonus Advance provided for in the Offer Letter. Employee understands, acknowledges, and agrees that these benefits exceed what Employee is otherwise entitled to receive upon Employee’s separation from employment with the Company, and are being given as consideration in exchange for executing this Agreement, including the general release contained herein.

Consideration. In consideration Provided that Employee is in compliance with all obligations to Employer (including this Agreement), executes and does not revoke this Agreement, and executes and delivers to Employer (after the Separation Date) a second release in the form attached hereto as Exhibit A, Employer shall provide Employee with the following consideration: 4.1. Employee shall receive from Employer a lump sum payment in the amount of $204,007.00 less all applicable deductions, withholdings and all applicable taxes (the “Severance Payment”). The Severance Payment is intended to compensate Employee for a pro rata portion of her unearned MBO bonus and 401(k) match, which she will not earn due to the termination of her employment. Such payment shall be made only after Employee’s timely execution and nonrevocation of this Agreement and Exhibit A, on Employer’s next regular practicable payroll date after expiration of the Second Revocation Period (as defined in Exhibit A) in a lump sum amount, less appropriate deductions and withholdings. 4.2. Subject to final approval of the Talent and Compensation Committee of the F5 Board of Directors, the Company shall accelerate vesting of 8,914 shares of restricted stock units (RSUs) that were granted to Employee as part of her initial stock grant when she joined the Company (the “Accelerated RSUs”). The Accelerated RSUs will vest on the Effective Date (defined in Exhibit A), with delivery of shares related thereto as soon as practicable after the Effective Date due to administrative reasons, as compensation and in support of the covenants and obligations herein and subject to all appropriate deductions and withholdings. The parties acknowledge that the accelerated vesting of RSUs described herein is a material item of consideration supporting this Agreement, and, if the Talent and Compensation Committee fails to approve such acceleration, then this Agreement shall be revoked and will have no binding effect on either party. 4.3. Employee shall receive from Employer a lump sum payment equal to six months of COBRA premiums in the amount of $14,590.34 less all applicable deductions, withholdings and all applicable taxes (the “COBRA Payment”). Such payment shall be made only after Employee’s timely execution of this Agreement and Exhibit A, on Employer’s next regular practicable payroll date after expiration of the Second Revocation Period (as defined in Exhibit A) in a lump sum amount, less appropriate deductions and withholdings. Employee acknowledges and agrees that except as required by this Agreement, Employer has no obligation to provide any of the above-stated consideration. Employee further acknowledges and agrees that Employer provides the consideration set forth in this Section 4 as consideration for the covenants and release herein, that such payments would not be provided by Employer in the absence of this Agreement, and provided that Employee signs such payments constitute adequate consideration for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) covenants, waiver and does not revoke itrelease set forth in this Agreement. All consideration shall be less appropriate taxes, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeedeductions, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration exchange for Edelhertz’ written consent to this Agreement, Zamba agrees to pay Edelhertz on a salary continuation basis through the earlier of Employee’s execution December 31, 2001, or until Employee begins receiving regular income from consulting or employment (the “Pay Period”); (ii) except as set forth at the end of this Section 2, allow Edelhertz’ existing stock options to continue to vest according to their current schedules for so long as Edelhertz remains a member of the Board of Directors of Zamba; and (iii) enter into that certain Stock Option Agreement attached hereto and incorporated herein as Exhibit A. Salary continuation will be based on Edelhertz’ current base salary, and will not include bonuses, commissions, amounts realized from the exercise of stock options, or any other form of monetary or non-monetary compensation, except as expressly set forth in this Agreement. For Edelhertz’ consent to be valid, he must return this Agreement in a signed and unmodified manner to Zamba, in accordance with the terms of this Agreement. Settlement pay will be reduced by usual and customary withholdings and deductions. Edelhertz acknowledges that none of the consideration or benefits set forth in this Agreement are to be made until this Agreement is properly executed and returned to Zamba, and provided that Employee signs any payments that are tolled because the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does Agreement is not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount executed will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Datepayroll following execution and return of this Agreement. Following the end of the Pay Period, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Zamba will also pay Edelhertz the Consolidated Omnibus Budget Reconciliation Action value of 1985, as amended his accrued yet unused Personal Time Off (“COBRAPTO”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of that date. PTO shall not continue to accrue following the Separation Transition Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible Notwithstanding anything else in this Agreement regarding his stock options, Edelhertz acknowledges and agrees that, as further consideration for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeZamba’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant consent to this SectionAgreement, the Company all stock options granted by Zamba to him in December 2000 shall pay Employee on the last day be cancelled and of each remaining month of the COBRA Payment Periodno further effect, a fully taxable cash payment equal and Edelhertz will take all such actions as may be reasonably requested by Zamba to the COBRA premium for effectuate such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcancellation.

Consideration. ▇▇▇▇▇▇▇ acknowledges that but for this Agreement, he would have no legal right or entitlement to any of the consideration described in this Agreement. In consideration of Employee’s execution of the covenants, agreements and releases set forth in this Agreement: a. Provided that ▇▇▇▇▇▇▇ has not revoked this Agreement as described in Section 12 below, and provided the Company shall, in lieu of any payment under the ViroPharma Incorporated Severance Pay Plan or any other formal or informal severance pay plan, program or arrangement that Employee signs may now or may have ever been maintained by the Supplemental Release Company (collectively, the “Severance Plan”): (i) pay ▇▇▇▇▇▇▇ a total of Claims attached hereto $105,000, payable in installments in accordance with ViroPharma’s standard payroll schedule, at the rate per pay period equal to ▇▇▇▇▇▇▇’▇ rate per pay period as Exhibit B on or within five (5) days of the Separation Resignation Date, subject to required tax withholdings, but without deduction for health insurance premiums. (ii) following ▇▇▇▇▇▇▇’▇ termination of employment, (A) for the period beginning on the Resignation Date and ending on May 31, 2007 (the “Supplemental ReleaseInitial Period”), arrange to provide ▇▇▇▇▇▇▇ with health insurance benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the Resignation Date; and (B) and does not revoke itif, following the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date in the gross amount of $512,500.00Initial Period, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely ▇▇▇▇▇▇▇ elects continued coverage under the Consolidated Comprehensive Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), continue to pay medical insurance premiums on the same basis in effect immediately before the expiration of the Initial Period for the period beginning on June 1, 2007 and continuing until the first anniversary of the Resignation Date; provided that the Company’s obligations under this Section 1(a)(ii) for Employee shall sooner terminate if, and her covered dependents following Employeeon the date that, ▇▇▇▇▇▇▇ obtains (A) comparable health care insurance coverage under his spouse’s separation, insurance policy or (B) employment with a third party which provides ▇▇▇▇▇▇▇ health care insurance comparable in quality and cost to that which he last received from the Company shall pay prior to health insurance provider his resignation; and (iii) not to exceed $10,000 to cover the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee costs of documented outplacement assistance services; and (and her covered dependentsiv) effective as of the Separation Resignation Date. The COBRA coverage benefit will be paid on a monthly basis until , accelerate the earliest ofvesting of options to purchase 30,000 shares of the Company’s Common Stock, par value $.002 per share, having an exercise price of $2.44 per share granted pursuant to the terms of the Incentive Stock Option Agreement dated August 25, 2004. b. Notwithstanding any other provision in this Agreement: (i) twelve (12) months no payment or contribution described in this Agreement shall be due until after the Separation Date; expiration of the Revocation Period described in Section 12 below without a revocation of this Agreement by ▇▇▇▇▇▇▇, and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment Company’s obligation to make such payments or self-employment; reimbursements shall terminate immediately, and ▇▇▇▇▇▇▇ shall be obligated to promptly return to the Company all payments received by him or (iii) paid by the date Employee ceases Company on him behalf pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingSection 1 above, if at any time ▇▇▇▇▇▇▇ is in breach of any of his obligations hereunder after the Company determines gave ▇▇▇▇▇▇▇ written notice of his breach and afforded him reasonable opportunity (at least 30 days) to cure such breach. c. During the period ending upon the earlier of the first anniversary of the Resignation Date or the date that its payment of COBRA premiums on Employee’s behalf would result in ▇▇▇▇▇▇▇ obtains employment with a violation of applicable lawthird party (the “Consulting Period”), then in lieu of paying COBRA premiums pursuant ▇▇▇▇▇▇▇ shall make himself reasonably available from time to this Section, time to undertake projects given to him by the Company shall pay Employee on in accordance with the last day of each remaining month terms of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Consulting Agreement attached hereto as Exhibit A.

Consideration. (a) In exchange for and in consideration of the covenants and promises contained herein, including the Employee’s execution release of all claims against Cambium and the Released Parties as set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days in lieu of the Separation Date (severance provided for under the “Supplemental Release”) and does not revoke itSeverance” section of the Offer Letter, Cambium will continue to pay the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the her base salary equivalent of twelve (12) months of to Employee’s base salary as of April 26, 2024 through the Separation Termination Date, less applicable withholdings and deductions, with such payments to occur in equal monthly installments on the Company’s regular pay dates. Should Employee’s employment with the Company terminate prior to the Termination Date for any reason other than Cause (as defined in the gross amount of $512,500.00Employee’s equity award agreements for the Initial Options and Initial RSUs, subject to standard payroll deductions and withholdings. This amount as defined in the Offer Letter) (“Early Termination”), Employee will be paid in a single lump sum no later thirty (30) days after all base salary through the Supplemental Release Effective Early Termination Date, as defined therein. b COBRA. Provided that Employee timely elects and thereafter shall be entitled to continued coverage under payment of her base salary through the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Termination Date. (“COBRA”b) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ group health insurance coverage that shall continue, in the same amount as Employee is in effect for Employee (and her covered dependents) entitled to as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: date of this Agreement, through earlier of (i) twelve (12) months after the Separation Date; Early Termination Date and (ii) the date when Employee becomes eligible Termination Date, as applicable. (c) In exchange for substantially equivalent health insurance coverage and in connection with new employment or self-employment; or (iii) consideration of the date Employee ceases to be eligible for COBRA continuation coverage for any reasoncovenants and promises contained herein, including plan termination the Employee’s release of all claims against Cambium and the Released Parties as set forth in this Agreement and the Employee’s compliance with this Agreement, that portion of the Initial Options and Initial RSUs (with each such period from terms as defined in the Separation Date Offer Letter) granted to the Employee on May 25, 2023 under the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”) shall continue to vest through the earlier of (i)-(iiii) the Early Termination Date and (ii) the Termination Date, as applicable. Any portions of any outstanding and unvested equity awards awarded to Employee that are not vested as of the Termination Date, including the remaining portion of the Initial Options and Initial RSUs, shall be forfeited on earlier of (i) the Early Termination Date and (ii) the Termination Date, as applicable. Notwithstanding anything otherwise set forth in the award agreement for any share options held by Employee, any share options that are vested as of the Termination Date may thereafter be exercised by Employee through and including October 25, 2025. Any vested share option that is not exercised by Employee on or prior to October 25, 2025 shall be forfeited as provided in the award agreement for such option. (d) The Employee acknowledges and agrees that unless the Employee enters into this Agreement, the Employee would not otherwise be entitled to receive the consideration set forth in Paragraph 3(a), (b), and (c) above(such benefits, the “COBRA Payment PeriodSeverance Benefits”). Notwithstanding . (e) The Employee further acknowledges and agrees that: (i) the foregoingEmployee shall not receive, if at and is not entitled to receive, any time other payments, benefits or remuneration of any kind from the Company determines that its payment Group or the Released Parties, except as set forth in this Agreement, and (ii) the Severance Benefits constitute full accord and satisfaction for all amounts due and owing to the Employee, including all salary, wages, incentive compensation, commissions, paid time off, reimbursements or other payments, benefits or remuneration of COBRA premiums on any kind which may have been due and owing to the Employee’s behalf would result . For the avoidance of doubt, Employee shall cease to be eligible for the severance benefits set forth in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Offer Letter. (f) All payments made by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state any mandatory deductions and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodwithholdings.

Consideration. In consideration exchange for the agreements and obligations of Employee’s execution of Employee set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will Employer shall provide Employee with the following severance benefits: consideration, the sufficiency of which is hereby acknowledged: a) During the Transition Period, Employee will no longer hold the title of Chief Operating Officer. During the Transition Period, Employee will continue to be paid an annual base salary of [***], payable bi-weekly, less applicable taxes and deductions. Employee shall continue to be entitled to receive his currently elected benefits coverage through the Separation Date. Work related expenses incurred prior to the Separation Date necessary to perform duties requested by Employer shall be reimbursed to Employee consistent with Employer’s existing Travel and Expense Policies. b) Employee shall remain eligible to receive a Severance Paymentcash bonus for the 2022 calendar year pursuant to Home Point Financial’s annual corporate bonus plan. The Company exact bonus amount will pay be determined based on Home Point Financial’s 2022 achieved results and Home Point Financial’s bonus pool funding in accordance with the plan. Employee’s Bonus will be paid at the same time other bonuses for the 2022 calendar year are paid company-wide, as severancewhich will occur no later than March 15, 2023. Employee agrees that he is not otherwise entitled to this payment under any contract, agreement, practice, bonus plan, or custom of Home Point Financial, and understands that it is paid by Home Point Financial solely in light of business considerations and the equivalent of twelve (12desire to amicably resolve and release all claims. c) months The terms of Employee’s base salary as of Substitute Option Agreement (the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRASubstitute Option Agreement”) for entered into by the Employee and her covered dependents following Employee’s separationpursuant to the Home Point Capital Inc. 2021 Incentive Plan (the “Plan”), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage be modified, such that is in effect for Employee (and her covered dependents) as of the Separation Date, Employee shall hold [***]unvested Performance-Based Substitute Options (as defined in the Substitute Option Agreement) and the time period for vesting eligibility of such Performance-Based Substitute Options shall be extended until the respective expiration date of the applicable Option Period (as defined in the Plan) for such Performance-Based Substitute Options; provided that, for the avoidance of doubt, such Performance-Based Substitute Options shall otherwise maintain all terms, conditions, and restrictions applicable to such Performance-Based Substitute Options under the Substitute Option Agreement. The COBRA coverage benefit ClarkHill\49458\183091\223633547.v1-3/19/20 d) Solely upon the vesting of Employee’s Performance-Based Substitute Options in accordance with the terms set forth in the Substitute Option Agreement, Employee will be paid on entitled to receive a monthly basis until special bonus payment in an aggregate amount equal to the earliest of: sum of (i) twelve (12the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) months after the Separation Date; of Employee’s Bonus Agreement, dated October 1, 2020, between Employee and Home Point Capital LP, (ii) the date when “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated January 15, 2021, between Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or and Home Point Capital LP, (iii) the date “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated August 27, 2021, between Employee ceases and Home Point Capital Inc., (iv) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated November 19, 2021, between Employee and Home Point Capital Inc., (v) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated March 18, 2022, between Employee and Home Point Capital Inc., and (vi) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated June 10, 2022, between Employee and Home Point Capital Inc., subject in each case to be eligible for COBRA continuation coverage applicable withholding obligations. Employee agrees and acknowledges that, except for any reasonpayments provided for herein, including plan termination (such period from he has been paid or has received all wages, salary, unused accrued paid time off, bonuses, expenses, commissions, and fringe benefits that are or will be due to him through and following the Separation Date. Employee further certifies that he has received written notice that all fringe benefits will cease on the Separation Date through unless otherwise provided by the earlier applicable plan documents. Employee agrees and acknowledges that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of (i)-(iii)such company, the “COBRA Payment Period”). Notwithstanding the foregoing, if at or from communicating such information to any time the Company determines other person under circumstances in which it is reasonably foreseeable that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant such person is likely to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for purchase or sell such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodsecurities.

Consideration. (a) In consideration of for Employee’s execution of this Agreement, agreement and compliance with the commitments herein and provided that Employee signs this Confidential Separation Agreement and General Release (the Supplemental Release “Agreement”) has not been revoked by Employee, CoStar agrees that pursuant to Section 7(a) of Claims attached hereto the Employment Agreement, dated April 24, 1998, as Exhibit B on or within five amended (5) days of the “Employment Agreement’), between CoStar and Employee, for a period from the Separation Date (the “Supplemental Release”) and does not revoke ituntil January 5, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company 2006, CoStar will pay Employee’s current base salary of $7,036.38 bi-weekly in accordance with the normal payroll practices of CoStar then in effect, as severanceand subject to all federal, the equivalent of twelve state and local taxes and withholdings and any other required withholdings. (12b) months of CoStar further agrees that, in consideration for Employee’s base salary as agreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar will (i) pay Employee a pro rata annual bonus for the year ending December 31, 2005 in the amount of $46,650.00, subject to federal, state and local taxes and withholdings and any other required withholdings, within twenty (20) days from the Termination Date (provided that this Agreement has not been revoked); and (ii) reimburse Employee for his reasonable and necessary business related expenses for which Employee incurred prior to the Separation Date in the gross amount of $512,500.00, subject and which Employee submits to standard payroll deductions and withholdings. This amount will be paid in CoStar a single lump sum no later properly completed expense report within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of from the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until . (c) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein and provided that this Agreement has not been revoked by Employee, pursuant to Section 7(a) of the earliest of: (i) Employment Agreement, all of Employee’s unvested options due to vest within the twelve (12) months after month period following the Separation Termination Date shall vest on the Termination Date; . CoStar and Employee acknowledge that Employee shall have ninety (ii90) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period days from the Separation Termination Date through the earlier of to exercise any options granted to Employee under CoStar Group, Inc.’s 1998 Stock Incentive Plan. (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on d) In consideration for Employee’s behalf would result in a violation of applicable lawagreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar agrees to continue providing Employee with access to CoStar’s employee health and benefit plans then in lieu of paying COBRA premiums pursuant effect to this Sectionthe Termination Date, the Company shall and subject to any and all required withholdings and employee contributions. (e) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein, CoStar will pay Employee on the last day of each remaining month for his properly accrued and unused vacation time, less all lawful withholdings. (f) In consideration for Employer’s agreements and commitments herein, from time to time prior to January 5, 2006, Employee agrees to make himself available by telephone and, upon mutual agreement of the COBRA Payment Periodparties, a fully taxable cash payment equal in person, to the COBRA premium render consulting services and respond to future reasonable inquiries or requests for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodassistance from CoStar (or its successors) related to matters arising during Employee’s employment with CoStar.

Consideration. In consideration of (a) The parties agree that the Employee’s gross accrued and unpaid wages and vacation pay total $5,076.92 and the Company will pay such amount to Employee in cash subject to normal withholding taxes simultaneously with the execution of this Agreement, and provided that . (b) Company will pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date $30,000.00 (the “Supplemental ReleaseSeparation Payment”). Funds representing the Separation Payment will be immediately forwarded by the Company and held in escrow by Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. (“Escrow Agent”) by wire transfer upon execution of this Agreement by all parties, execution of the Tax Indemnity and Stock Escrow Agreement by all parties and receipt of the Escrowed Shares of the Employee by the Escrow Agent, as more fully described in the Tax Indemnity and stock Escrow Agreement. If the Employee does not revoke itthis Agreement during the seven (7) day revocation period as described in Section 14 below and further provided that the Employee has delivered the Escrowed Shares to the Escrow Agent pursuant to the Tax Indemnity and Stock Escrow Agreement, the Escrow Agent will promptly remit the Separation Payment to Employee upon expiration of the seven (7) day revocation period. (c) Employee will be issued a W-2 at the end of the year for the Separation Payment. Employee agrees to pay all taxes on the $30,000.00 and agrees to defend, indemnify and hold harmless Company from any tax liability imposed by the IRS or any other taxing body on the $30,000.00 Employee agrees that but for the promises and releases he is making in this Agreement he is not otherwise entitled to the Separation Payment. (d) Employee will be released from all duties, obligations and responsibilities to the Company, including the restrictive covenants, as set forth in the Employment Agreement attached as Exhibit 1 and Company will provide be released from all duties, obligations and responsibilities to Employee and the Employment Agreement is hereby terminated upon execution of this Agreement. (e) For the 90 days after the Termination Date, Employee shall make himself reasonably available to consult with Company on such matters regarding Company business as may be reasonably requested by the following severance benefits: a Severance PaymentCompany. The Company shall use its best efforts to give the Employee reasonable advance notice of any need for such consultation and understands and agrees that any obligations of Employee to and responsibilities with any new employer or business endeavor will pay Employee, as severance, the equivalent of twelve (12) months of take precedence over and may significantly limit Employee’s base salary ability to make himself available to consult with Company under this Agreement. The parties also agree that Employee’s consulting obligations to the Company under this Agreement, to the greatest extent practicable, may be fulfilled via telephone or email. Employee agrees that other than the compensation set forth in (a) above, he will not be entitled to additional compensation for any time spent consulting under (c) so long as the time spent is reasonable. (f) It is expressly understood and agreed that the consideration paid and other promises and releases by the Company provided under this Agreement are in addition to amounts to which the Employee is otherwise legally entitled, and that except for the amounts and representations, warranties and covenants set forth in this Agreement, Company is not otherwise indebted to Employee for any other wages, benefits, or reimbursements arising out of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrelationship.

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to terminate the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto Executive contained herein, and to fully release all claims set out in the Compromise Agreement at Exhibit C by signing the Compromise Agreement and procuring a certificate in the form set out at Schedule 1 to the Compromise Agreement from his Legal Adviser (as Exhibit B on or within five defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions (5) days including normal withholdings consistent with Company’s practice for equalization of the Separation Date (the “Supplemental Release”Executive’s tax liability) and does not revoke it, Sections 4(b) and (c) below: (i) Pay severance to Executive in the Company will provide Employee with form of salary continuation for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Twelve Thousand Four Hundred and Twenty Three Dollars ($12,423) per bi-weekly pay period for twenty-six (26) pay periods following Executive’s Termination Date, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of Employee(i) Executive’s base salary death or (ii) the date that is six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such period. (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive and Executive’s spouse and dependents at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that such continued coverage shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. (iii) Pay an amount equal to Executive’s actual earned full-year bonus for calendar year 2009, pro rated based on the number of days Executive was employed for such year on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Fifty percent (50%) of Executive’s target bonus hereunder is dependent upon the Company’s achievement of a certain level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s target bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain level of 2009 adjusted EBITDA established by the Compensation Committee. Fifty percent (50%) of Executive’s maximum bonus hereunder is dependent upon the Company’s achievement of a certain higher (than target) level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s maximum bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain higher (than target) level of 2009 adjusted EBITDA established by the Compensation Committee. (iv) Vest in full Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the Separation Date options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the gross amount termination of the Executive’s employment). (v) Payment of one year of outplacement services from Executrak or an outplacement service provider of Executive’s choice, limited to $512,500.00, subject to standard payroll deductions and withholdings20,000 in total. This amount outplacement services benefit will be paid forfeited if Executive does not begin using such services within 60 days after the Termination Date. (vi) Pay to Executive in cash in a single lump sum an amount equal to Forty-Five Thousand Dollars ($45,000) on the thirty-first (31st) day after the Termination Date as set forth in the Compromise Agreement. (b) Notwithstanding anything else contained herein to the contrary, no later payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”); (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentapplicable revocation period under the Release has expired without Executive having elected to revoke the Release; or (iii) Executive has signed and delivered to Company the date Employee ceases Compromise Agreement; and (iv) Executive has procured and delivered to Company a certificate signed by his Legal Adviser in the form of Schedule 1 to the Compromise Agreement. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and the Compromise Agreement. Any payments to be eligible for COBRA continuation coverage made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release and Compromise Agreement to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to him upon the termination of his employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of England and Wales, and Executive agrees not to pursue or claim any such payments, benefits or rights. (d) Executive agrees to vacate the Company-provided apartment in the United Kingdom no later than June 30, 2009 and to indemnify Company for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal damages to the COBRA premium apartment, except for such month, less applicable federal, state any ordinary wear and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtear.

Consideration. In consideration Effective upon the expiration of Employee’s execution the revocation period provided in Section 8 hereof and subject to the condition that this Agreement is not revoked by Duerden pursuant to such Section 8 prior to the expiration of this Agreementsuch revocation period (such expiration date, the “Effective Date”) and provided that Employee signs Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Supplemental Release Employment Agreement or Section 10 below (such sections collectively, and together with Section 15 and Sections 16(a) through (e) of Claims attached hereto the Employment Agreement, the “Surviving Terms”), the Company agrees to: (a) pay to Duerden a lump sum amount equal to $70,833; (b) pay to Duerden a lump sum amount equal to $850,000, which amount equals one year of Duerden’s base salary in effect as Exhibit B on or within five (5) days of the Separation Date Date; (the “Supplemental Release”c) and does not revoke itpay to Duerden a lump sum amount equal to $850,000, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent which amount equals Duerden’s annual incentive compensation equal to 100% of twelve (12) months of EmployeeDuerden’s base salary as of the Separation Date in Date; (d) accelerate the gross amount of $512,500.00vesting and exercisability, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, of the unvested options to purchase Company common stock and the unvested restricted stock awards listed on Exhibit A hereto, which would have vested and become exercisable had Duerden remained employed for 12 months after the Separation Date. Except as defined therein. b COBRA. Provided provided in this Section 1(d), all stock options and restricted stock awards that Employee timely elects continued coverage under are unvested as of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Separation Date shall be terminated and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) cancelled as of the Separation Date. The COBRA , and Duerden shall have no further rights with respect to such awards; and (e) pay the employer portion of premiums for group health insurance coverage benefit will be paid on a monthly basis until the earliest of: earlier of (i) twelve (12) months after the Separation Date; February 28, 2011 or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be that Duerden and his dependents are no longer eligible for COBRA continuation coverage coverage, provided, that Duerden (and/or Duerden’s covered dependents) is eligible for and properly elects to continue group health insurance coverage, as in place immediately prior to the Separation Date, and Duerden continues to pay the employee portion of such health coverage. The amounts (if any) payable pursuant to Sections 1(a), (b) and (c) above shall be paid to Duerden in full on the first regular payroll date of Crocs, Inc. to occur after September 1, 2010. Duerden acknowledges that he will not be entitled to any reasonannual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, including plan termination (such period from all vested and exercisable stock options held by Duerden as of the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if and any stock options that vest pursuant to Section 1(d) above may be exercised by Duerden at any time within three months after the Separation Date in accordance with the terms and conditions set forth in the stock option agreements. Duerden acknowledges that the aggregate fair market value of the shares of common stock (determined as of the respective date or dates of grant) for which one or more stock options granted to him may for the first time become exercisable as “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, during any one calendar year shall not exceed the sum of $100,000, and that any options (or portion thereof) that exceed such limit shall be treated as options that are not incentive stock options but only to the extent of such excess. For purposes of this Section 1, the parties confirm that the Separation Date is the date of Duerden’s separation from service with the Company determines within the meaning of Section 409A(a)(2)(A)(i) of the Code. Notwithstanding anything in this Agreement or elsewhere to the contrary, Duerden shall have no duties or responsibilities after the Separation Date that its payment of COBRA premiums on Employee’s behalf would result in are inconsistent with his having a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee “separation from service” on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodSeparation Date.

Consideration. In consideration for the terms of Employee’s execution this Agreement and assuming EXECUTIVE is and continues to be in compliance with the terms of this Agreement, COMPANY agrees to (i) pay EXECUTIVE Four Hundred and Fifty Thousand Dollars ($450,000) (“Separation Payment”), after the expiration of the revocation period set forth in Section 2.2 below, (ii) pay EXECUTIVE a monthly payment equal to Twenty Thousand Dollars ($20,000) for providing post-separation financial consulting services as an independent contractor to COMPANY for a timeframe to be determined by the COMPANY for up to six (6) months (“Consulting Period ”), (iii) pay EXECUTIVE a monthly payment equal to the actual monthly premium of COBRA continuation coverage of COMPANY provided health care insurance and ArmadaCare until EXECUTIVE secures alternative employment which provides health care insurance or for up to eighteen (18) months after the Separation Date, whichever occurs first, assuming EXECUTIVE is eligible for and in fact elects COBRA continuation coverage (“Continuation Reimbursements”), (iv) provide a laptop computer to EXECUTIVE for personal use, and (v) accelerate the vesting of 55,000 of EXECUTIVE’s outstanding unvested stock options effective the Separation Date, after the expiration of the revocation period set forth in Section 2.2 below. Notwithstanding the foregoing, with regard to COBRA Continuation Reimbursements, if the Company determines in its sole discretion that Employee signs it cannot provide the Supplemental Release foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of Claims attached hereto the Public Health Service Act), the Company shall in lieu thereof provide to the EXECUTIVE the foregoing monthly amount as Exhibit B on or a taxable monthly payment for the remainder of the applicable period. The Separation Payment will be made within five ten (510) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentbe subject to normal payroll withholdings as required by applicable state or federal law. The Company first 1099 Consulting Payment and Continuation Reimbursement will pay Employeebe made on December 1, as severance, 2016. EXECUTIVE’s receipt of all consideration referenced herein is contingent upon the equivalent expiration of twelve (12) months of Employee’s base salary as of the revocation period set forth in Section 2.2 below. EXECUTIVE acknowledges that no further amounts are due and owing to him other than amounts for Base Salary and unused PTO through the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee any unreimbursed costs and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodexpenses.

Consideration. In consideration of for Employee’s execution of this Confidential Agreement and General Release (“Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itcompliance with its terms, and in accordance with Section 5(e) of the Company will Employment Agreement, Employer agrees to provide Employee with the following severance benefits: following: (i) A payment to equal (1) any Accrued Current Compensation, (2) an aggregate amount equal to the product of the Executive’s then-current Base Salary, expressed on a per diem basis, multiplied by the number of days measured from the date of separation from service to the Expiration Date, and (3) an aggregate amount equal to the product of Executive’s Target Annual Bonus for 2008 multiplied by two (2), (the amounts payable pursuant to clauses (2) and (3) of this sentence hereinafter referred to collectively as the “Severance Payment. The Company will pay Employee, as severance, the equivalent Compensation”) less applicable income and employment tax withholding payable in substantially equal monthly installments over a period of twelve (12) months months. Notwithstanding the forgoing, the first $460,000 of Employee’s base salary as these monthly installment payments shall be payable to the Executive on the date that this Agreement becomes effective and irrevocable and no additional payment shall be made during the six (6) month period beginning on the date of the Separation Date Executive’s separation from service. The portion of the monthly payments otherwise payable during this six (6) month period shall accrue without interest and shall be made on the first payroll date that is after the end of the six (6) month period. Thereafter, the monthly installment payments shall commence and shall be paid for the remainder of 2008. The remaining portion of the Severance Compensation which would otherwise be payable in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will monthly installments in 2009 shall instead be paid in a single lump sum no later thirty (30) days payment on the first payroll date occurring after the Supplemental Release Effective DateJanuary 1, as defined therein2009. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company above referenced payments shall pay to health insurance provider be made in accordance with the full monthly COBRA premiums necessary to continue Employee’s amounts and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid dates set forth on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Schedule 2, attached hereto. (ii) To the date when extent that the Employee becomes qualifies for, complies with the requirements of and otherwise remains eligible for substantially equivalent continuation of his health care insurance coverage in connection with new employment or self-employment; or (iii) benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the date Employee ceases to be eligible for Employer shall pay the COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through premiums until the earlier of (i)-(iii)A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “COBRA Payment PeriodAward Shares”). Notwithstanding ) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the foregoing, if at any time the Company determines that its payment effective date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionseparation from service. (iv) In addition, the Company exercise period for Employee to exercise any Award Shares shall pay Employee on be extended one (1) additional year beyond the last day date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of each remaining month Directors of the COBRA Payment Period, TerreStar Corporation issue a fully taxable cash payment equal resolution acknowledging Employee’s contributions to the COBRA premium for such month, less applicable federal, state development of Employer and local payroll taxes its affiliates and other withholdings required by law, for the remainder of the COBRA Payment Periodsubsidiaries.

Consideration. In consideration of Employee’s execution of Provided that you execute and do not revoke this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee you with the following severance payments and benefits: : a. For a Severance Payment. period of two (2) years following the Date of Resignation, the Company will continue to pay you your Annual Base Salary in accordance with its regular payroll practices for similarly situated executives and continue to pay for your existing health insurance benefits; b. The Company will pay Employee, you a bonus award in the amount of $150,000 for the 2009 calendar year in lieu of the pro rated bonus award provided for under Paragraph 5(c)(ii) of the Employment Agreement. Such payment will be made within 30 days of the Effective Date of this Agreement (as severance, the equivalent provided for in Paragraph 14(g)). c. Any unvested portions of twelve (12) months of Employee’s base salary your Stock Option and Restricted Shares as of the Separation Date of Resignation shall vest pro rata based upon your services to the Company as Chief Executive Officer during the 2009 calendar year. Any remaining unvested portions of your Restricted Shares and Stock Option that do not vest upon such pro rata basis will be immediately and permanently forfeited to the Company by you for no consideration. Subject to the terms of the Company’s 2007 Incentive Compensation Plan and the Stock Option Award, the vested portion of your Stock Option (including any portion that vested on a pro rata basis as described above) will remain exercisable for a period of ninety (90) days following the Date of Resignation and there are no limitations on your exercise of the vested portion of your Stock Option, the sale of the common stock underlying your Stock Option or the sale of your vested Restricted Shares other than those related to insider information. During this ninety (90) day period you agree to notify ▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman of the Company, prior to engaging in any transaction in the gross amount Company’s securities so as to consult about the potential applicability of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium window for such monthsales is scheduled to open on or about August 7, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder 2009. We will promptly notify you of the COBRA Payment Periodany change in such date.

Consideration. a. In consideration of Employee’s execution 's release of this Agreementall claims and other covenants and agreements contained herein, and provided that Employee signs the Supplemental Release of Claims attached hereto has not exercised any revocation rights as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) provided in Section 6 below and does not revoke ithas complied with all obligations and covenants contained in this Agreement, the Company will shall provide Employee with the following severance benefits: a Severance Payment. The payments and benefits (together, the "Consideration"): (i) Subject to Employee's compliance with the consulting obligation set forth in Section 12 of this Agreement and the other terms, conditions and covenants provided herein, the Company shall pay Employee an aggregate amount of $234,150, subject to all applicable tax withholding, payable over seventeen (17) semi-monthly installments on the Company's regular payroll schedule beginning on the first regular Company payroll date following the Effective Date (as defined herein) of this Agreement (the "Payment Period"); (ii) Subject to Employee's compliance with the consulting obligation set forth in Section 12 of this Agreement and the other terms, conditions and covenants provided herein, the stock option exercise period for any options to purchase Company common stock previously granted to Employee that are fully vested as of the Separation Date will be extended through the Payment Period; and (iii) If Employee timely elects COBRA continuation coverage the Company will pay Employee, as severance's COBRA premiums (i.e., the equivalent COBRA premiums the Employee would have to pay to continue the medical, dental and/or vision coverage Employee and, if applicable, his eligible dependents had immediately prior to the Separation Date) for the shorter of (A) the period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of from the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: , or (i) twelve (12) months after the Separation Date; (iiB) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date until such time as Employee becomes eligible for health insurance benefits through a subsequent employer. After such period of Company-paid coverage, Employee (and, if applicable, Employee's eligible dependents) may continue COBRA coverage at Employee's own expense in accordance with COBRA and no provision of this Agreement will affect the earlier of continuation coverage rules under COBRA. Amounts paid under this Section 3(a)(iii) will be subject to tax withholding as required by applicable law. b. This Agreement shall become effective on the eighth (i)-(iii8th) day after the date that Employee delivers this signed Agreement to the Company (the "Effective Date"), conditioned upon Employee not exercising his revocation rights as set forth in Section 6 herein. In the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums event Employee does not sign or revokes this Agreement pursuant to Section 6 herein, the Employee shall have no right to the Consideration. c. Employee must be in full compliance with all of the terms and obligations under this SectionAgreement as of each Payment Date in order to receive the remaining, unpaid Consideration. Employee agrees that in the event he breaches any term of this Agreement, the Company shall pay not be obligated to provide, and Employee on shall have no right to receive, the last day of each remaining month Consideration and any portion of the COBRA Payment Period, a fully taxable cash payment equal Consideration already paid to Employee must be returned to the COBRA premium Company immediately. d. Employee acknowledges that he has received all unpaid wages and accrued but unused vacation earned through the Separation Date. Employee acknowledges and agrees that the Consideration is in addition to any sums or benefits otherwise owed to Employee and such Consideration is provided solely in exchange for such month, less applicable federal, state the waiver and local payroll taxes release of all claims and other withholdings covenants and agreements contained herein. e. Notwithstanding anything in this Agreement to the contrary, if required by law, for the remainder section 409A of the COBRA Payment PeriodInternal Revenue Code of 1986, as amended, the amounts described in Section 3(a) hereof shall not be paid prior to the date that is six (6) months following the Separation Date.

Consideration. In consideration of Employee’s exchange for execution of this Agreement, Employee’s release of claims below, Employee’s performance of the obligations pursuant to the Consulting Agreement, the other promises and provided that covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: • The Separation Date will not constitute a Termination of Service under Employee’s Stock Option Award Agreements dated May 2, 2022, January 3, 2023, January 2, 2024, January 2, 2025, and January 2, 2026 (collectively, the “Option Awards”). Employee signs will be deemed a Consultant under Company’s Amended and Restated Omnibus Incentive Plan (the Supplemental Release “Plan”) for the purpose of Claims maintaining Employee’s Option Awards through the Consultant End Date; provided, however, Employee must comply with all the terms of this Separation Agreement, the Consulting Agreement, and Employee’s Proprietary Information, Non-Competition, and Non-Solicitation Agreement (attached hereto as Exhibit B on or within five B) (5collectively, the “Agreements”) days to maintain the status of Consultant under the Plan. If Employee breaches any of his Agreements with ▇▇▇▇▇▇▇▇▇, Employee agrees that such breach may result in a Termination of Service under and pursuant to Employee’s Option Awards. The Consultant End Date shall constitute a Termination of Service under and pursuant to Employee’s Option Awards. For purposes of clarity, (1) all vested, outstanding stock option awards as of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee date of Termination of Service shall expire in accordance with the following severance benefits: a Severance Paymentterms of the applicable option award agreements and (2) any unvested options subject to any Option Awards shall be forfeited on the date of Termination of Service in accordance with the terms of the applicable option award agreements. The All amounts payable pursuant to this provision shall be subject to applicable taxes and withholdings. • For the Consultancy Period, Company will agrees to pay Employee, as severance, the equivalent of twelve Employee an amount equal to six (126) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00salary, subject to standard payroll deductions less applicable taxes and withholdings. This amount will be paid , payable in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; semi-monthly installments, in accordance with Company’s normal payroll practices (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment PeriodConsultant Payment”). Notwithstanding Company will have no obligation to make the foregoing, Consultant Payment if Employee is not in compliance with his Agreements at any the time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, Consultant Payment is due or if the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Consulting Agreement is terminated prior to the COBRA premium for such monthConsultant End Date. • The Consultant Payment, less applicable federalOption Awards, state and local payroll taxes and other withholdings required by lawseverance benefits under this Agreement are intended to be excluded from the definition of a deferred compensation plan as separation pay due upon a separation of service as described in Treas. Reg. Section 1.409A-1(b)(9), for the remainder of the COBRA Payment Period.as a medical benefit described in Treas. Reg. Section 1.409A-1(b)(9)(v)(B), or as a short-term deferral as described in Treas. Reg. Section

Consideration. In consideration for signing this Agreement and General Release, the expiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims Reaffirmation Provision attached hereto as Exhibit B A on or within five (5) days May 14, 2011, and Employee’s compliance with the terms of the Separation Date this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. to pay to Employee salary continuation at Employee’s base rate of pay, less lawful deductions, in accordance with Gerber’s regular payroll practices, for 12 months (the “Supplemental ReleaseSalary Continuation Period”) to commence after May 13, 2011. This consideration is subject to the limitations stated in Section (C)(4) and does not revoke itSection (D) of the Severance Policy for Senior Officers of Gerber Scientific, the Company will provide Inc., which is incorporated by reference and attached as Exhibit B; b. to pay to Employee with the following severance benefits: one year of his annual base salary, $255,000 (two hundred fifty five thousand dollars); c. to pay to Employee a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months pro rata portion of Employee’s base salary as annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the pro rata portion may be a percentage of 0 depending on whether a bonus is earned under the Separation Date Plan. Gerber will pay this pro rated annual incentive bonus when payments are made to the other employees under the Plan, which is currently to be anticipated to be in the gross amount of $512,500.00, subject to standard payroll deductions July; d. if Employee properly and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Action Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of 1985COBRA, as amended Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’s cost but subject to any applicable employee contributions, the health (“COBRA”medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date. During this period, Employee will be responsible for Employee and her covered dependents following paying Employee’s separationshare of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, the Company Employee shall pay be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment period, at Employee’s own expense; ▇. ▇▇▇▇▇▇ shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period., continue to provide Employee with the same life insurance benefits provided to Employee immediately prior to the Termination Date, provided that such benefits shall cease at the end of such thirty day period; and ▇. ▇▇▇▇▇▇ agrees to accelerate the vesting of Employee’s 7,500 unvested stock options and 21,230 unvested restricted shares which were granted under the Gerber Scientific Inc. 2006 Omnibus Incentive Plan and

Consideration. In consideration exchange for your promises contained herein, if you timely sign and return this Agreement and do not thereafter revoke it as set forth herein, pursuant to Section 3(b) of Employee’s execution of this the Severance Agreement, DiamondRock shall provide you with the following: a. The Company shall pay you $236,000, less tax-related deductions and provided that Employee signs withholdings, which is a pro-rata bonus for fiscal year 2024 determined through the Supplemental Release of Claims attached hereto as Exhibit B Retirement Date and calculated based on or within five (5) days of your target bonus for the Separation Date 2024 fiscal year (the “Supplemental ReleasePro-Rata Bonus”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will shall pay Employee, as severance, you the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum Pro-Rata Bonus no later thirty than sixty (3060) days after the Supplemental Release Effective Retirement Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation. b. If you elect COBRA continuation coverage, the Company shall pay to health insurance provider the full monthly COBRA amount of premiums necessary to continue Employee’s that it pays for you and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (your spouse and her covered dependents) dependents as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Retirement Date until the earliest of: (i) twelve (12) months after earlier of December 31, 2024 or the Separation Date; (ii) the date when Employee becomes eligible end of your eligibility under COBRA for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination medical care (such the period from the Separation Date through ending on the earlier of (i)-(iii), which is the “COBRA Payment Severance Period”). Notwithstanding ; provided that if any such insurance coverage shall become unavailable and/or the foregoing, if at any time Company’s insurer refuses to continue coverage for you and your spouse and dependents during the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionSeverance Period, the Company shall be required only to pay Employee on the last day of each remaining month of the COBRA Payment Periodto you an amount which, a fully taxable cash payment after reduction for income and employment taxes, is equal to the COBRA premium preexisting employer premiums for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, insurance for the remainder of the COBRA Payment Severance Period. c. As of the Retirement Date, you shall become 100% vested in all of the “Base Shares” granted pursuant to the Restricted Stock Award Agreement between you and the Company with a Grant Date of February 27, 2022. Vesting of unvested “Stock Units” granted pursuant to the Performance Stock Unit Agreements between you and the Company with Grant Dates of Awards of February 22, 2022 and February 23, 2023 (together, the “PSU Agreements”) shall be governed by Section 4(d) of each such PSU Agreement. As of the Retirement Date, you shall become 100% vested in all of the “LTIP Units” granted pursuant to the LTIP Unit Award Agreement with a Grant Date of February 23, 2023. Except as otherwise provided in this Section 4(c), all of your Company restricted stock awards and LTIP unit awards shall continue to be subject to the terms of the applicable stock grant agreements, awards, and equity plans (collectively, the “Equity Agreements and Plans”); except that the forfeiture of unvested equity that is subject to vesting pursuant to this Agreement that would otherwise occur in the absence of this Agreement shall be suspended for sixty (60) days from the Retirement Date and shall occur only if this Agreement does not become effective. d. The Company’s Executive Committee issued a memorandum to you dated February 29, 2024 and entitled “2024 Compensation” (the “2024 Compensation Memo”). The 2024 Compensation Memo attached forms of agreement entitled Restricted Stock Award Agreement (the “2024 RSA Agreement”) and Performance Stock Unit Agreement (the “2024 PSU Agreement” and, together with the 2024 RSA Agreement, the “2024 Equity Awards”). The Company shall complete the 2024 Equity Awards in accordance with the 2024 Compensation Memo and you shall execute the completed 2024 Equity Awards. As of the Retirement Date, you shall become 100% vested in all of the “Base Shares” granted pursuant to the 2024 RSA Agreement. Vesting of unvested “Stock Units” granted pursuant to the 2024 PSU Agreement shall be governed by Section 4(d) of the 2024 PSU Agreement. e. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

Consideration. In 3.1 The aggregate consideration of Employee’s execution of this Agreement, payable by the Buyer for the sale and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days purchase of the Separation Date Sale Shares under this Agreement or otherwise as part of the Transaction (the “Supplemental ReleaseConsideration”) shall be an aggregate amount equal to: 3.1.1 the Base Consideration; plus 3.1.2 the Exchange Cash Amount Adjustment; less 3.1.3 the Pre-Completion Cash Cost Adjustment; plus 3.1.4 the Executive Option Exercise Amount Adjustment; less 3.1.5 the Executive Employer Tax Amount; less 3.1.6 the Completion External Indebtedness Adjustment; less 3.1.7 the Completion Company Transaction Expenses; less 3.1.8 an amount equal to the aggregate Executive Option Cancellation Amounts. 3.2 The Consideration shall be apportioned between the Sellers in accordance with their respective Proportionate Share set out in the Allocation Schedule. The Buyer shall not be responsible for the arrangements between the Sellers and does not revoke itthe Company in relation to the apportionment of the Consideration including as set out in the Allocation Schedule. 3.3 Subject to Clauses 3.5, 3.6 and 3.7, at Completion, the Company will provide Employee with Buyer shall pay the following severance benefits: Cash Consideration due to each Seller to either a Severance PaymentNominated Account (if notified by an Institutional Seller to the Company) or to the Company’s Account. 3.4 The Buyer shall not be obliged to procure the issuance of Rollover Securities unless the Rollover Condition has been satisfied or waived by the Buyer in its sole discretion by the Unconditional Date, and if the Rollover Condition has not been satisfied or waived by the Buyer all Rollover Sellers shall be treated as Non-Rollover Sellers. 3.5 If a Seller or Exercising Executive Optionholder is an Accredited Investor, such Seller or Exercising Executive Optionholder may deliver an Alternative Consideration Election to the Buyer specifying a Rollover Amount in respect of which it wishes to receive Rollover Securities. The Company will pay Employee, as severance, If the equivalent of twelve (12) months of Employee’s base salary as of Buyer has received a valid Alternative Consideration Election from a Rollover Seller by the Separation Unconditional Date in the gross amount of $512,500.00Buyer shall, subject to standard payroll deductions and withholdingsClause 3.4, at Completion, procure the issuance to such Rollover Seller(s) of the Rollover Securities. This amount Any such Rollover Seller will be subject to the applicable terms of and have the applicable rights provided in the Alternative Consideration Election. 3.6 The amount of any Cash Consideration payable to a Rollover Seller shall be reduced by the Rollover Securities Value of any Rollover Securities issued to such Rollover Seller. 3.7 For the avoidance of doubt, any surplus Rollover Amount that is not used to satisfy the issue of a whole Neo Security shall be paid to the relevant Seller as Cash Consideration. 3.8 Any amount that is paid in respect of a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as breach of the Separation Date. Seller Fundamental Warranties or any other provision of this Agreement providing indemnification, reimbursement or compensation for loss shall be treated or adjusting the Consideration. 3.9 The COBRA coverage benefit will amount payable by each Seller in respect of a breach of the Warranties or any provision of this Agreement providing indemnification, reimbursement or compensation for loss shall be paid calculated on a monthly basis until an after tax basis. 3.10 To the earliest of: (i) twelve (12) months after extent that any amounts that are relevant to this Clause 3 or otherwise in relation to the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier calculation of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Consideration are in a violation of applicable lawcurrency other than US Dollars, then in lieu of paying COBRA premiums pursuant to this Section, such amounts shall be converted into US Dollars using the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreed Exchange Rate.

Consideration. In consideration of EmployeeExecutive’s execution and performance of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itupon Executive’s Termination Date, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. following: a. The Company will pay Employee, as severance, agrees to provide Executive until the equivalent of twelve (12) months of Employee’s base Termination Date with continued salary and benefits at the same level and rate as of the Separation Effective Date in of this Agreement. Upon the gross amount of $512,500.00Termination Date, subject to standard payroll deductions and withholdings. This amount Executive will be paid removed from the Company’s payroll; b. The Company agrees to pay Executive additional compensation in a single an amount equal to $1,200,000.00 in one lump sum no later thirty (30) days after the Supplemental Release Effective sum, cash payment following Executive’s Termination Date; c. Upon Executive’s Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued Executive and any covered dependents at the time of the Termination Date shall, upon proper application, be eligible for COBRA healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Company’s health, dental and vision group health plans. Executive shall be responsible for a portion of 1985, as amended (“COBRA”) the cost of COBRA continuation coverage based on the current cost sharing percentage for Employee active employees under the plans and her covered dependents following Employee’s separation, the Company shall pay the remaining portion for a period of 12 weeks (“Benefit Subsidy Period”) or until such time that Executive retains group health coverage under a subsequent employer plan, whichever is earlier, subject to health insurance provider certain other limits required by law. Following the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as end of the Separation DateBenefit Subsidy Period, Executive shall be responsible for all costs associated with COBRA continuation coverage as provided for by the Company’s benefit plans and procedures; and d. payment for all accrued but unused vacation time. The COBRA coverage Executive and the Company acknowledge and agree that only the payment identified in Paragraph 3(d) will be considered benefit earnings for applicable benefit plans of the Company. To the extent not specified above, any payments made under this Paragraph 3 will be paid on a monthly basis until March 31, 2015 subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage execution and return of this Agreement and provided that any applicable revocation period has expired. All payments shall be made in connection accordance with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonnormal employee payroll practices, including plan termination (such period from the Separation withholding and/or deductions for income, social security and Medicare taxes. The Company agrees to reimburse Employee for all reasonable business expenses incurred prior to Executive’s Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on subject to Employee’s behalf would result in a violation submission of applicable lawan expense report and all required documentation. The Company hereby affirms that the Board of Directors has duly approved and resolved, then in lieu effective March 9, 2015, to accelerate Executive’s unvested restricted stock units and stock options effective as of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day Executive’s date of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtermination.

Consideration. In consideration of Employee’s execution 's acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will continue to pay regular wages, employment related benefits, and any commission payouts through the following severance benefits: a Severance Payment. The Company payroll week of the Separation Date. b. Employer will pay Employee a one-time sum of THREE HUNDRED AND TWENTY FOUR THOUSAND FIVE HUNDRED FORTY dollars ($324,540), less any required deductions or withholdings, to be paid to Employee on the Employer’s first regular pay date after January 1, 2019. This amount is equivalent to twelve months of Employee's current base salary, as severance, plus the equivalent of one year’s payment under the Annual Incentive Plan at target (30% of base salary), and twelve (12) months of Employee’s base salary Employer paid benefits as further outlined in Exhibit 1. c. Employee is currently part of an incentive plan with the Separation Date in Employer, the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsAnnual Incentive Plan (the “Plan”). This amount Employee will be paid out in a single lump sum no later thirty (30) days after accordance with the Supplemental Release Effective Date, as defined therein. b COBRA. Provided terms of this Agreement and the terms of that Plan for all payments provided for herein and/or owed to Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit Parties agree that as of the Separation Date, the Employee is eligible for and entitled to payment of his Annual Incentive Award under the Employer’s Annual Incentive Plan for the January 1, 2018 - December 31, 2018 Performance Period based on the Employee’s full attainment of the applicable Performance Requirements. The Parties agree that the Employer shall waive the requirement that the Employee be actively employed by the Employer on the payment date to be eligible to receive payment of the Annual Incentive Award under the Annual Incentive Plan, which will be paid out at the same time all other eligible employees receive payment for the performance period, less any required deductions or withholdings. The Department and Individual Performance Requirements achievement component used in calculating the amount of the Annual Incentive Award will have a rating of no less than “Meets.” d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee's non-payment or late payment of taxes due with respect to that payments. Employee alone assumes all liability for all such amounts. e. Subject to terms and requirements of this agreement, the Company will transfer to the Employee title to the Company Car (a monthly basis until 2015 Jeep Grand Cherokee with a net book value of $20,592.39), provided however the earliest of: Company shall include the value of the Company Car in the Employee’s taxable wages and the Company shall have the right to deduct any tax withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (ito include insurance) twelve (12) months after from the Company to Employee. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under any qualified retirement plans in which Employee participated. g. Employee acknowledges and agrees that by executing this Agreement, that Employee has received regular wages, employment related benefits, accrued and unused 2018 paid time off through the Separation Date; (ii) , all of which were paid in accordance with Employer's regular payroll schedule and benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, commissions, and other payments that would have been owed to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium for such monthterms of this Agreement, less applicable federalEmployee is entitled to no other compensation, state and local payroll taxes and commission, bonus, stock award, benefit, or other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee If Executive signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itthis Agreement, abides by its terms and conditions and the surviving obligations of the Employment Agreement, then the Company shall provide the following benefits to Executive: (a) The Company shall pay Executive a severance payment (the “Severance Payment”) equal to $550,000.00, subject to applicable taxes and withholdings, payable in equal installments in accordance with the Company’s ordinary payroll schedule over a period equal to twelve (12) months, commencing on the first Company payroll date occurring after the Effective Date as defined in Section 5 (the “Severance Period”). Neither the Company nor Adeptus shall be obligated to provide Executive with any compensation or benefits beyond the Separation Date, other than as required by this Agreement or by law. Any obligation of the Company to make the Severance Payment shall cease pursuant to Section 9 below. (b) During the Severance Period, if Executive properly elects continued medical or dental coverage pursuant to, and subject to the requirements of, Sections 601 through 608 of the Executive Retirement Income Security Act of 1974, as amended, and Code Section 4980B (collectively, “COBRA”), the Company will provide Employee with pay the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as employer portion of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, health insurance premiums the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employeewould have otherwise paid on Executive’s and Employee’s covered his dependents’ behalf for health insurance coverage had Executive remained employed by the Company during the Severance Period, provided that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Dateperiod during which the Company provides the above benefit shall run concurrently with the coverage period required to be made available under COBRA; and (ii) to the date when Employee becomes eligible extent required to comply with, or to avoid excise or other taxes under, the Affordable Care Act or the Internal Revenue Code, any or all of the benefits of this paragraph will be treated as additional taxable compensation. (c) Company, at Company’s sole cost and expense, shall permit Executive access to, and use of, the PricewaterhouseCoopers LLC (“PWC”) agents currently engaged by Company for substantially equivalent health insurance coverage in connection purposes of preparing and filing Executive’s 2016 federal tax return. The scope of PWC’s engagement as it relates to Executive (i) shall be limited to the preparation and filing of Executive’s 2016 federal tax return, and (ii) shall be consistent with new employment or self-employment; or (iii) the date Employee ceases tax services to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from provided by PWC to other Company executives receiving the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodsame benefit.

Consideration. In consideration of Employee’s Dowski's agreement in paragraphs 8(c), 5(a), 6 and 7, and the other consideration provided herein, and provided that Dowski shall not have taken any action to revoke this agreement, TeleCorp will make the following payments. a. TeleCorp will pay Dowski Seventeen Thousand Five Hundred Dollars ($17,500) a month for the twelve months following the Separation Date in accordance with TeleCorp's normal payroll practices beginning on the next regularly scheduled payday, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. All amounts set forth in this Section 2 are subject to applicable (if any) federal, state and local withholding, payroll and other taxes. b. TeleCorp will pay Dowski a lump sum payment of One Hundred and Five Thousand Dollars ($105,000) representing his 1998 bonus, such payment to be made on the same date as TeleCorp pays its 1998 bonuses to its other employees, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. c. TeleCorp will pay Dowski together with his next regular paycheck a lump sum equal to his earned but unpaid vacation, including any amounts carried over from 1998, in accordance with TeleCorp's vacation payment policy. d. TeleCorp will reimburse Dowski a total of $4,300 (after tax) in accordance with TeleCorp's relocation policy in payment for his February and March duplicate housing relocation benefit. e. TeleCorp will pay Dowski, within a reasonable period of time after Dowski's submission of documentation reasonably acceptable to TeleCorp, a lump sum equal to the total outstanding amounts due to Dowski for travel and expense reimbursement, net of any amounts due TeleCorp, in accordance with TeleCorp's reimbursement policies; provided, however, that within a reasonable period of time after execution of this Agreement, TeleCorp's Audit Committee will commission an audit of Dowski's expenses as charged by Dowski to TeleCorp's company credit card(s). Any and provided all expenses that Employee signs the Supplemental Release Audit Committee determines are personal in nature (collectively, "Dowski Personal Expenses") will be offset against any reimbursable amounts due to Dowski hereunder. In the event that the Dowski Personal Expenses exceed the total reimbursable amounts due to Dowski under this Section 5(e), such excess amount shall be offset against amounts due to Dowski elsewhere under this Agreement. f. To the extent that Dowski is not eligible for coverage under benefit plans of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itsubsequent employers, the Company Dowski will provide Employee with the following severance benefits: continue to be covered for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date at the expense of TeleCorp by the same or equivalent hospital, medical, and dental coverage as Dowski was covered by immediately prior to the Separation Date. g. Within seven (7) business days after TeleCorp receives this Agreement executed by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will: (i) Pay Dowski $18.93 in the aggregate for the repurchase of his Extraordinary Event Shares, Supplemental Shares and nonvested Base Shares; and (ii) Pursuant to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Share Grant Agreement dated July 16, 1998, TeleCorp will issue stock certificates to Dowski representing 139.448 shares of Class A voting common stock and 136.948 shares of Series E Preferred Stock, respectively. The shares to be eligible for COBRA continuation coverage for any reasonissued as set forth above will continue to be restricted in accordance with the Stockholders' Agreement by and among ▇▇▇▇▇▇, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)▇▇▇▇▇▇▇▇ PCS, the “COBRA Payment Period”). Notwithstanding the foregoingInc. and certain other stockholders dated July 17, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period1998.

Consideration. In consideration for Employee executing this Agreement, Company agrees to provide to Employee in accordance with the Employment Agreement the following, items (a), (b), (c) and (d) of which shall be paid on the first business day following the six-month anniversary of the Termination Date, and items (e) and (f) of which shall be provided as soon as administratively feasible, but no earlier than eight days after Employee executes this Agreement: (a) Three times Employee’s current annual base salary, for a payment equal to $1,125,000.00; (b) Three times the higher of (i) Employee’s highest annual bonus paid in Company’s three most recent fiscal years or (ii) Employee’s target bonus as provided in Company’s annual cash incentive plan), for a total of $1,387,500.00; (c) The amount of any earned and accrued bonus for 2007 ($0); (d) Any unreimbursed business expenses previously submitted to Company or incurred not more than 30 days prior to the Termination Date; (e) One month of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s current base salary as of ($31,250), which represents the Separation Date in pre-termination notice period required by the gross amount of $512,500.00, subject Employment Agreement; and (f) The following health benefits: (i) If Employee elects to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continue coverage for himself and/or his eligible dependents under Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following ), then, during the required period of COBRA continuation coverage with respect to Employee’s separationtermination of employment from Company (but no more than eighteen months) (the “COBRA Period”), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for reimburse Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until for the earliest of: (i) twelve (12) months after difference between the Separation Date; amount Employee pays for such COBRA continuation coverage and the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans; (ii) If Employee has continued his COBRA coverage throughout the date when Employee becomes eligible COBRA Period, then, for substantially equivalent health insurance coverage in connection with new employment or selfthe thirty-employment; or (iii) six-month period beginning on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on day immediately following the last day of each remaining month of the COBRA Payment Period (the “Extended Coverage Period”), a fully taxable cash payment equal Company shall provide Employee (and his eligible dependents) with health benefits substantially similar to the COBRA premium those provided under its group health plans for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, active employees for the remainder of the Extended Coverage Period; provided, however, that such health benefits shall be provided to Employee through an arrangement that satisfies the requirements of sections 105 and 106 of the Internal Revenue Code of 1986, as amended, such that the benefits or reimbursements under such arrangement are not includible in Employee’s income; (iii) The cost to Employee for the first eighteen months of coverage during the Extended Coverage Period shall be no greater than the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans, and the cost to Employee for the second eighteen months of coverage during the Extended Coverage Period shall be no greater than the cost of COBRA Payment Periodcontinuation coverage; and (iv) Notwithstanding the preceding provisions of this paragraph 3(f), Company’s obligation to reimburse Employee during the COBRA Period and to provide health benefits to Employee during the Extended Coverage Period shall immediately end if and to the extent Employee becomes eligible to receive health plan coverage from a subsequent employer (with Employee being obligated hereunder to promptly report such eligibility to Company). Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling. Finally, the amounts described in items (a), (b), (c) and (d) shall accrue interest on a non-compounded basis, from July 9, 2007 to the date such amounts are actually paid, at a rate of interest equal to the rate accrued by Company on its cash reserves during such period, which interest shall be paid in a lump sum on the date such amounts are actually paid.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that a. If on or within 21 days after the Separation Date Employee signs the Supplemental Release release of Claims attached claims set forth in Exhibit A hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Separation Release”) ), and does not revoke itlets the Separation Release become effective without revoking as set forth therein (the “Release Effective Date”), the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent benefits in full satisfaction of twelve (12) months of any amounts payable under Employee’s base employment agreement (the “Employment Agreement”) or any other contract, plan or arrangement with respect to termination benefits: i. a lump sum cash severance payment of $1,650,000, representing one times Employee’s annual salary as and target bonus, which payment shall be paid within 30 days following the Separation Date; ii. a lump sum cash payment equal to (i) the number of calendar days from January 1, 2013 to the Separation Date in divided by (ii) 365 and multiplied by (iii) $1,150,000; provided that the gross amount Company’s performance, calculated by the Compensation Committee consistent with past practice, meets the target performance level for the year of $512,500.00termination, subject to standard payroll deductions and withholdings. This amount will as determined at year-end; provided further that the foregoing payment shall be paid in a single lump sum no later thirty (30) days after than March 15, 2014; iii. reimbursement for the Supplemental Release Effective Date, as defined therein. b COBRA. Provided cost of medical coverage at a level equivalent to that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, provided by the Company shall pay immediately prior to health insurance provider termination of employment, through the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee earlier of: (and her covered dependentsA) as of 12 months following the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: , or (i) twelve (12) months after the Separation Date; (iiB) the date when time Employee becomes eligible for substantially equivalent health insurance coverage in connection with begins alternative employment; provided that (x) it shall be the obligation of Employee to inform the Company that new employment has been obtained and (y) such reimbursement shall be made by the Company subsidizing or self-employment; or (iii) the date reimbursing COBRA premiums or, if Employee ceases to be is no longer eligible for COBRA continuation coverage for any reasoncoverage, including plan termination (or if such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time payments would subject the Company determines that its to any adverse tax treatment or other penalties, by a lump sum payment based on the monthly premiums immediately prior to the expiration of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.coverage; and

Consideration. In As consideration for the Employee's execution of and compliance with this Agreement, including the Employee’s execution 's waiver and release of claims in Section 5 and other post-termination obligations, the Company agrees to provide the following benefits to which the Employee is not otherwise entitled: a. The Company agrees to pay Employee a lump sum of $203,963.76 less applicable tax withholdings and other payroll deductions. This payment will be made within 15 business days after Company receives a signed original of this Agreement. For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. If Employee violates Section 7, Section 8, Section 9, and/or Section 10 of this Agreement, and provided that Employee signs the Supplemental Release Company shall be entitled to repayment of Claims attached hereto as Exhibit B on all or within five (5) days part of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. sum described above. b. The Company will agrees to pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount Employee a lump sum of $512,500.0026620.70 for his accrued and paid time off, subject to standard less applicable tax withholdings and other payroll deductions deductions. c. If the Executive timely and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely properly elects continued health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider reimburse the full Executive for the monthly COBRA premiums necessary premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as the Executive on the 10th day of the Separation Datemonth immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA coverage benefit will be paid on a monthly basis Premium Reimbursement until the earliest of: (i) twelve (12) months after the Separation twelve-month anniversary of the Termination Date; (ii) the date when Employee becomes the Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentto receive COBRA continuation coverage; or and (iii) the date Employee ceases on which the Executive becomes eligible to be eligible for COBRA continuation receive substantially similar coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)another employer or other source. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeCompany’s behalf making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionpenalties under the ACA and the related regulations and guidance promulgated thereunder), the Company parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. d. All outstanding unvested equity grants of Employee shall pay Employee on the last day of each remaining month immediately become vested as of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state Termination Date and local payroll taxes and other withholdings required by law, remain exercisable for the remainder of their term. All outstanding vested equity grants shall remain exercisable until they expire on the COBRA Payment Periodoriginal expiration date. Employee is responsible for any local, state and/or federal taxes for these equity grants, including but not limited to the exercise, vesting or expiration. e. Business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy. Employee understands, acknowledges, and agrees that these benefits exceed what Employee is otherwise entitled to receive on termination from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release and restrictive covenants contained in it. Employee further acknowledges that Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company to provide these or other benefits to any individuals other than the Employee.

Consideration. In consideration of Employeefor the promises and benefits made herein, the Company agrees to provide the following, provided that EMPLOYEE signs, does not revoke, and complies with, this Agreement: (i) As consideration for EMPLOYEE’s execution timely execution, non-revocation of this Agreement, and provided continued performance through November 1, 2021, the Company will place EMPLOYEE on a transition leave from November 1, 2021 through March 1, 2022 (the “Transition Period”). During this time, EMPLOYEE will continue to be paid his regular base salary (minus applicable taxes and withholdings) and be entitled to the same benefits applicable to his employment prior to the Transition Period. EMPLOYEE agrees that Employee signs he will provide reasonable transition services to the Supplemental Company as the Company may request during the Transition Period, including but not limited to timely answering questions and providing information as requested. EMPLOYEE remains an at- will employee subject to all Company policies prior to and during the Transition Period. If EMPLOYEE fails to sign and return this Agreement prior to the twenty-first (21st) day after his first receipt thereof (with such period not restarting in the event that changes are made to this Agreement after it is first presented to EMPLOYEE), or if EMPLOYEE revokes this Agreement within seven (7) days after execution thereof (as described below), then the Agreement is null and void, and no amounts will be payable to EMPLOYEE except as required by applicable law and the Company’s applicable plans and programs, if any. (ii) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation and Coverage of Waiver & Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental ReleaseReaffirmation”) and does not revoke it), the Company will provide Employee with pay EMPLOYEE a lump sum payment of $376,000.00 (less applicable taxes and withholdings) (the following severance benefits: a “Severance Payment”). The Company will pay Employee, as severance, EMPLOYEE agrees that this amount represents the equivalent of his wages or salary for twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration for signing this Agreement without revocation and a second General Release substantially similar to the General Release herein at the conclusion of her employment on December 31, 2018, and in compliance with the representations and promises made herein, the Company agrees: (a) To pay Employee on or before March 15, 2019, the gross amount of $711,810.60, which is equivalent to the combined amount of (i) ten (10) months of Employee’s 's current base salary, (ii) an amount equal to the 2019 Incentive Payment Plan (IPP) bonus calculated at target achievement had Employee remained employed with Company through the end of Company's fiscal year 2019, and (iii) an amount equivalent to ten (10) months of Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") benefits continuation coverage premiums, currently calculated at fiscal 2018 premium rates, whether or not Employee elects to receive such continued healthcare coverage, less all tax withholdings and other deductions. Actual COBRA benefits continuation coverage premiums may vary for Company's fiscal year 2019 in which case the sum set forth above will be adjusted to reflect inclusion of an amount equal to ten (10) months at 2019 actual premium rates; (b) To pay Employee a gross amount which is equivalent to the combined amount of (i) one-half (1/2) of Employee's IPP bonus for 2018 at actual achievement, and (ii) one-half (1/2) of Employee's IPP bonus for 2018 at the greater of actual or target achievement, less all tax withholdings and other deductions, on the date the 2018 IPP bonus is paid to other eligible employees but in no event later than March 15, 2019; (c) To waive any right to forfeiture of performance shares awarded under the 2018 Performance Share Award Agreement for fiscal years 2018, 2019 and 2020 entered into between Company and Employee prior to the execution of this Agreement, with the result being all such performance shares awarded shall be non-forfeitable and provided not subject to proration despite the fact the Employee retired prior to the date some of such awards would otherwise have been earned. Other than the non-forfeiture provision, the earning of such performance shares awarded shall in all other respects remain subject to the terms of the 2016, 2017 and 2018 Performance Share Award Agreements. Except as set forth herein, Employee shall not be entitled to any new or additional performance share awards; (d) To waive any right the Company may have reserved to itself under the IPP, Second and Third Amended and Restated 2007 Long-Term Incentive Plans, any Long­ Term Performance Share Award Agreement, Deferred Stock Agreement, Non-Qualified Stock Option Agreement, any other agreement between the Company and Employee, or any Company policy to adjust any award or payment to avoid triggering the loss of the corporate tax deduction for compensation paid pursuant to Internal Revenue Code Section 162 (m), applicable Treasury Regulations, and any other agency guidance issued or court decision rendered thereunder; (e) To reimburse Employee her reasonable attorney fees and expenses incurred in connection with the negotiation and preparation of this Agreement; (f) From May 1, 2018 through December 31, 2018, Employee shall act in an advisory capacity and the Company shall continue to pay her salary and benefits as of April 30, 2018, per the Company's usual and regular payroll schedule. Employee shall continue to have access to an office at Company's facilities but acknowledges and agrees that she shall have no formal day to day role or responsibility with Company but will be available for transition matters as may be reasonably requested by the Company, for example execution of authorizations and related delegations to resign Employee signs from boards of the Supplemental Release Company and its affiliates. During the period of Claims attached hereto as Exhibit B her advisory or transitionary role, Employee acknowledges and agrees that, absent a specific request by the Chief Executive Officer, she shall not bind the Company with respect to third parties in any regard nor incur any expenses subject to reimbursement by the Company unless such expenses have been preapproved by the Company. Employee shall return her corporate credit card(s), if any, on or within five (5) days before May 1, 2018. Further, Employee's network access for purposes of the Separation Date (the “Supplemental Release”) and e-mail communication shall remain open provided Employee does not revoke it, use the Company will provide Employee with network access to engage in or influence ongoing business operations except as may be requested by the following severance benefits: a Severance PaymentCompany. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided may limit or disconnect network access if it reasonably determines that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (has used such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal access contrary to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodscope set forth herein.

Consideration. In consideration for signing this Agreement and compliance with the promises made herein, Employer agrees: a. to pay to Employee twelve (12) months salary in the amount of Employee’s execution of this AgreementTwo Hundred Thirty-Five Thousand Dollars ($235,000.00), and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or less lawful deductions, within five fifteen (515) days after the passage of the Separation Date revocation period described in paragraph “4”; and b. to pay to Employee the sum of Nine Thousand Two Hundred Fifty Dollars ($9,250.00) less lawful deductions, within fifteen (15) days after the “Supplemental Release”) passage of the aforesaid revocation period, representing the annual amount of income presently attributable to Employee for the use of the automobile presently leased for him by Employer; and c. if Employee elects to continue medical and/or dental coverage under Employer’s group medical and does not revoke itdental insurance plans in accordance with the continuation requirements of COBRA, the Company will provide Employer shall reimburse Employee with for the following severance benefits: cost of said coverage for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of beginning on April 1, 2005 and ending on March 31, 2006. Employee acknowledges that Employer cannot make COBRA payments directly to the Separation Date in group medical and dental insurance carriers and that Employer will pay the gross COBRA amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until through March 31, 2006. Employee acknowledges that Employer shall withhold taxes and other lawful withholdings from the earliest of: (i) monthly payments to Employee, so that the net amount received by Employee will be less than the monthly COBRA amount. Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be the obligation of Employee to promptly notify Employer if and when he has discontinued COBRA coverage or has obtained other medical and/or dental insurance coverage, either directly or through another employer’s group plan, during said twelve (12) months after the Separation Date; (ii) the date when month period, in which event Employer’s obligation to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on payments shall cease; and d. to pay Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant SERP life insurance premium for the one-year policy period February 2005 through January 2006 when said premium payment is due; and e. to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall unused vacation days in calendar year 2005.

Consideration. In consideration of Employee’s exchange for the mutual covenants set forth in this letter, following your execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company's actual receipt of the Separation Date signed original of same (the “Supplemental Release”) and does not revoke it"Effective Date"), the Company will agree to provide Employee the financial and other consideration as set forth below: (i) the Company will continue to pay an amount equal to your regular salary, less all customary and required taxes and employment-related deductions, in accordance with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany's normal payroll practice from November 19, as severance, 2001 through the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date Special Employment Period ("Special Employment Period Payments"); (ii) you will continue to participate in the gross amount Company's benefit plans, to the extent permissible under the plan documents, during the Special Employment Period, including stock option vesting, under the same terms and conditions as you currently are participating; -------------------- Portions of $512,500.00, subject this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to standard payroll deductions the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (iii) in the event that you do not continue to work a sufficient number of hours during your Special Employment Period to remain on the Company's group health insurance plan and withholdings. This amount will be paid such reduction in hours constitutes a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage qualifying event under the Consolidated Omnibus Budget Reconciliation Action Act of 19851985 ("COBRA"), you may elect to continue your current health and dental insurance benefits pursuant to the terms of COBRA. If you elect to continue your health and dental insurance under COBRA, the Company will continue to pay its portion of the premium during the Special Employment Period. The COBRA qualifying event otherwise shall be deemed to occur on the Separation Date. As of the Separation Date, you shall be required to pay the full COBRA premium rate if you remain on COBRA coverage; (iv) the Company will, effective January 31, 2002, accelerate the vesting schedule set forth in the option agreements dated September 30, 1998, September 22, 1999 and February 11, 2000 between you and the Company such that as of January 31, 2002, you will be eligible to exercise all of the previously unexercised options granted pursuant to such option agreements. Pursuant to the terms of each of the above-referenced option agreements, the options must be exercised within ninety (90) days after your Separation Date or they will lapse; and (v) subject to Section 2(vi) below, at the conclusion of your Special Employment Period, the Company will provide you with the Supplemental Release, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdescribed in Section 4b of this Agreement. Upon the Company's receipt of the signed Supplemental Release, the Company shall pay to health insurance provider you in the full monthly COBRA premiums necessary form of salary continuation in accordance with our normal payroll practices, the gross amount of one hundred twelve thousand five hundred and no/100 (112,500.00) dollars, less all applicable federal, state, local withholding and other employment-related deductions, which sum represents the equivalent of six (6) months of your former annual salary ("Separation Pay"). Variagenics agrees to continue Employee’s your participation in the Company's health and Employee’s covered dependents’ health dental insurance coverage that is in effect for Employee (and her covered dependents) as of plans during the six month following the Separation Date. The COBRA coverage benefit Company will be paid on a monthly basis until also provide you with outplacement counseling at no cost to you; however (vi) if you refuse to execute the earliest of: Supplemental Release at the end of the Special Employment Period, you hereby authorize the Company to deduct from your Separation Pay up to the full amount of the Special Employment Period Payments made to you, less any amounts which you earned for actual services rendered by you to the Company during the Special Employment Period. You acknowledge and agree that the Special Employment Period Payments and benefits provided under this Section 2 of this Agreement are not otherwise due or owing to you under any Variagenics employment agreement (ioral or written) twelve (12) months after or Company policy or practice, and that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases foregoing payments and benefits to be eligible provided to you are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that, except for COBRA continuation coverage for any reasonthe specific payments and benefits set forth in this Agreement, including plan termination (such period from you are not now and -------------------- Portions of this Exhibit were omitted and have been filed separately with the Separation Date through Secretary of the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums Commission pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Company's application requesting confidential treatment under Rule 24b-2 of the COBRA Payment PeriodSecurities Exchange Act of 1934. shall not in the future be entitled to any other compensation including, a fully taxable cash payment equal to the COBRA premium for such monthwithout limitation, less applicable federalother wages, state and local payroll taxes and commissions, bonuses (including, equity, stock, stock options, vacation pay, holiday pay or any other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation or benefit).

Consideration. In consideration Executive shall receive, in full settlement (except as provided herein) of Employee’s execution of any compensation and benefits to which he would otherwise be entitled under the Employment Agreement or under any other compensation or benefits plan, program, policy or arrangement maintained by the Company in which Executive has at any time been a participant, including without limitation, accrued vacation and other paid time off: 2.1 Executive shall be entitled to payment for accrued and unpaid base salary through the Effective Date, less applicable income and employment tax withholding and benefit plan deductions. The net amount paid pursuant to this Agreement, Section 2.1 after applicable deductions and provided that Employee signs withholding shall be paid on the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days earlier of the Separation Date (the “Supplemental Release”) and does not revoke it, next regular payroll date of the Company will provide Employee with following the following severance benefits: a Severance PaymentEffective Date or such earlier date as may be required by law. 2.2 Executive shall be entitled to payment for accrued and unpaid vacation through the Effective Date, less applicable income and employment tax withholding. The Company will pay Employee, as severance, net amount paid pursuant to this Section 2.2 after applicable withholding shall be paid on the equivalent of twelve (12) months of Employee’s base salary as earlier of the Separation next regular payroll date of the Company following the Effective Date or such earlier date as may be required by law. Such amount shall be paid in complete satisfaction of any liability for accrued vacation and other paid time off. 2.3 Executive shall be entitled to payment of a cash severance payment in the gross amount of $512,500.001,461,811.00, subject to standard payroll deductions less applicable income and withholdingsemployment tax withholding. This The net amount will after applicable withholding shall be paid in a single lump sum no later within thirty (30) days after the Supplemental Release Effective Date; provided, that, if Executive revokes or attempts to revoke the release contemplated herein, the Company shall have no obligation to make the payment contemplated in this Section 2.3. 2.4 Executive agrees that he will submit to the Company, before the Effective Date, as defined thereina request for all expenses to which he is entitled to receive reimbursement pursuant to Company policies or his Employment Agreement. b COBRAThe Company agrees to pay such amounts within 10 days of the date the Executive submits such requests. Provided Executive agrees that Employee timely elects continued no reimbursable expenses shall be incurred by Executive after the Effective Date. 2.5 Executive may elect to continue health benefit coverage under the Company’s group health plan (medical and dental coverages) for himself and eligible dependants to the extent available under the terms of the plan pursuant to the healthcare coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee ), at the same coverage level provided immediately prior to the Effective Date (subject to any changes in employee coverage under the plan that may be made from time to time with respect to the coverage generally applicable to the Company’s senior executives). If Executive makes the election contemplated under this Section 2.5 and her covered dependents following Employee’s separationdoes not revoke the release contemplated hereunder, the Company shall pay to health insurance provider the full monthly Executive’s COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee the lesser of (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (ia) twelve (12) months after following the Separation Effective Date; (iib) the date when Employee until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for substantially equivalent health insurance coverage comparable benefits from a subsequent employer. Executive will pay the cost of such COBRA coverage. 2.6 Executive shall be entitled to such benefits under the Company’s employee benefit plans which are required to be provided under the Employee Retirement Income Security Act of 1974, as amended and in connection with new employment according to the terms of such plan and his rights and the Company’s obligations thereunder shall not be affected by this Agreement. In addition, any vesting, lapse of time or selfsimilar requirements under any stock option plan, restricted stock or other non-employment; or (iii) qualified deferred compensation plan shall be accelerated to the date Employee ceases of the Effective Date and any conditions to Executive’s entitlement to any benefit under any such plans or programs shall be deemed to have been satisfied. Except as specifically provided in the prior sentence, the terms and conditions of any awards under any such plans or programs shall continue to be eligible for COBRA continuation coverage for governed under such plans and programs, as applicable. 2.7 If any reason, including annual bonus is paid out under the incentive compensation plan termination (such period from in which Executive participated with respect to the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law2005 plan year, then in lieu of paying COBRA premiums pursuant Executive shall be entitled to this Section, a bonus for the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment 2005 plan year equal to Executive’s target bonus amount times the COBRA premium for such monthbonus achievement percentage relating to the plan, as determined by the compensation committee, which bonus shall be paid in the timing and manner as the Company’s other annual bonuses generally, less applicable federal, state income and local payroll taxes and other withholdings required by law, for employment tax withholding. This provision shall not entitle Executive to receive any bonus if bonuses are not paid out under the remainder of the COBRA Payment Periodplan in which Executive was a participant.

Consideration. In As consideration of for Employee’s execution of 's entering into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a) Employee with shall receive from the following severance benefits: Company a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following expiration of the revocation period described in paragraph 11 below: (i) 52 weeks of pay, computed at the Employee's regular weekly base salary in effect on the Termination Date (such gross amount equal to $150,000); (ii) a bonus payment equal to 38% of Employee's annual base salary (such gross amount equal to $57,000); (iii) an aggregate automobile allowance equal to $17,700; and (i) From the Termination Date until the last day of March 2002 (the end of the final month covered by your severance pay (the "Severance Period")), the Company shall continue to provide life, medical, dental and long-term disability benefits (the "Company Plans") as previously selected by Employee, for Employee and such of Employee's dependents for whom the Company provided such benefits on the Termination Date; provided Employee shall be responsible for the Employee's share of the cost of coverage and benefits on the same basis as prior to the Termination Date. Such benefits will be continued only to the extent permissible under the terms of such Company Plans. Notwithstanding anything contained in this paragraph b(i) to the contrary, with respect to long-term disability, the Employee must timely apply for conversion insurance and benefits payable thereunder shall not exceed a maximum monthly benefit of $3,000. (ii) If any of the Company Plans do not permit continued participation by the Employee and the Employee's family after termination of employment, then, during the Severance Period, the Company will reimburse the Employee for the cost of obtaining comparable coverage from a third-party insurer, provided, however, that the amount of such reimbursement will not exceed the amount that would have been paid by the Company for coverage under the Company Plans during the Severance period had the Employee's employment not been terminated. If during the Severance Period, and subject to paragraph (iii) below, the Employee is reemployed by another employer, the rights of the Employee and the Employee's family to receive benefits under any Company Plan, or reimbursement for any third-party coverage, will terminate on the date the Employee and Employee's family become eligible to receive comparable benefits from such employer. (iii) If, at the termination of the Severance Period, the Employee is receiving medical and/or dental benefits from a Company Plan, the Company will continue to provide such medical and/or dental benefits to the Employee and/or the Employee's family pursuant to COBRA. For such purpose, the termination of the Severance Period will be considered the date of the "qualifying event" as such term is defined by COBRA premium and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid entirely by the Employee. (iv) If the Company's Plans do not provide for continued medical and/or dental benefit coverage during the Severance Period, then the Termination Date will be considered the date of the qualifying event for COBRA purposes. In such case, the Employee may either elect to continue such coverage pursuant to COBRA or obtain comparable third-party coverage as described in Section 2(b)(ii). If the Employee elects COBRA coverage, then during the Severance Period, the Employee will be charged only the amount that such Employee would have paid for such monthcoverage had such Employee remained employed by the Company (the "Employee Premium") (and the Company paying the remainder), less applicable federal, state and local payroll taxes after the end of such Severance Period and other withholdings required by law, for the remainder of the COBRA Payment Period.period, the cost of such coverage will be determined pursuant to COBRA and paid entirely by the Employee. If the Employee directs the Company not to deduct the entire amount of Employee Premium for the Severance Period from the lump sum paid under Section 2(a), the Employee shall be

Consideration. In consideration 1. Sandler's employment with Herbalife will terminate effective May 19, 2002 ("the Termination Date"). Sandler's compensation, benefits and perquisites of Employee’s employment will cease as of the Termination Date. 2. Sandler shall be paid severance in the amount of Two Million, Six-Hundred and Twenty-Two Thousand and Five Hundred Dollars ($2,622,500.00) ("Severance") in a lump sum, less applicable withholdings, within ten days after execution of this Agreement without prior revocation of the Agreement by Sandler pursuant to paragraph 26 of this Agreement. (a) Notwithstanding anything to the contrary contained in the Plan, Sandler's Stock Options will vest and provided that Employee signs the Supplemental Release of Claims be exercisable in accordance with Sandler's August 20, 2000 Employment Agreement (attached hereto as Exhibit B on "A"). Sandler and the Company represent and agree that the number and strike price of vested and unvested stock options Sandler holds are currently set forth in the attached schedule, which is made a part of this Agreement as Exhibit "B." (b) Herbalife will provide safe transport of artwork, and other personal property owned by Sandler currently located at Herbalife, to be delivered to Sandler's personal residence or within five (5an alternative local location designated by Sandler, at no expense to Sandler. 4. The release set forth at paragraph 24(a) days herein is not a waiver of Sandler's rights to payments of monies to which he is entitled by virtue of the Separation Date Company's Senior Executive Reimbursement Plan (the “Supplemental Release”) and does not revoke it"SERP"), the Company will provide Employee with the following severance benefits: a Severance PaymentDeferred Compensation Plan, 401K Plan or paid vacation policy. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount These monies will be paid to Sandler in a single lump sum accordance with the Company's SERP, Deferred Compensation and 401K plan documents, Company policy, and the law. 5. Sandler has been relieved of his obligations and duties as General Counsel, Corporate Secretary and Executive Vice President and Sandler agrees that he has no later thirty (30) days authority to act as an officer or employee of Herbalife. 6. Sandler agrees that after his departure, he will fully cooperate with Herbalife in an orderly transfer of his work to others, and that he will be available to respond to inquiries about his work. Sandler further agrees, on behalf of himself and his legal successors and assigns, to execute such additional documents and instruments and to take such additional actions as Herbalife may request from time to time after the Supplemental Release Effective Datedate hereof, as defined thereinin order to complete, effectuate, perfect and better evidence the agreements of the parties set forth in this Agreement. b COBRASandler will also reasonably cooperate with Herbalife in the defense of any legal, administrative or other action brought by any third party against Herbalife after his departure, in which event, Herbalife will pay the reasonable cost of legal representation for Sandler in connection therewith. 7. Provided that Employee timely elects continued coverage under Sandler's entitlement to the Consolidated Omnibus Budget Reconciliation Action consideration described herein is expressly contingent upon his execution and delivery of 1985this Agreement to Herbalife. The consideration set forth in this Agreement fully satisfies and extinguishes any and all rights Sandler may have pursuant to any other Herbalife plan, as amended (“COBRA”) for Employee agreement or policy, including, but not limited to all agreements, plans, policies and her covered dependents following Employee’s separationother arrangements provided by Herbalife or any of its subsidiaries or trusts sponsored, established or maintained by any of such entities, including, without limitation, the Company shall pay to health insurance provider Employment Agreement dated August 20, 2000, the full monthly COBRA premiums necessary to continue Employee’s Senior Executive Change of Control Plan, the 1994 Performance-Based Annual Incentive Compensation Plan, the 1992 Executive Incentive Compensation Plan, the 1991 Stock Option Plan, the Management Deferred Compensation Plan and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiirelated trust(s), the “COBRA Payment Period”Senior Executive Compensation Plan and related trust(s), the Supplemental Executive Retirement Plan and related trust(s), the Executive Medical Plan and all other health insurance and benefit plans, the Executive Long-Term Disability Plan, the Executive Life Insurance Plan, Herbalife's expense reimbursement plans and policies, and Herbalife's vacation plan. Notwithstanding Although Sandler expressly waives all rights or claims with respect to compensation, remuneration, payments or consideration due to him now or in the foregoingfuture under his Employment Agreement, if at any time Sandler's obligations under the Company determines that its payment of COBRA premiums on Employee’s behalf would result Employment Agreement shall remain in a violation of applicable lawfull force and effect, then in lieu of paying COBRA premiums including, but not limited to Sandler's obligations pursuant to this Sectionparagraph 6, the Company shall pay Employee on the last day of each remaining month subparts (a) - (c) of the COBRA Payment PeriodEmployment Agreement, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required which provisions are incorporated herein by law, for the remainder of the COBRA Payment Periodreference.

Consideration. In full consideration for the rights, licenses and privileges herein granted to Licensee, and the mutual promises set forth herein, Licensee shall pay to Licensor royalty payments from paid subscriptions to the SportsLine service, as follows: a. For the Initial Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the subscription fee of Employee’s execution each paid subscriber to SportsLine; b. For each Renewal Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the paid subscription fee of each new paid subscriber to SportsLine who enrolls during such Renewal Term during the period of the subscriber's enrollment, or, if Licensor has received not less than Five Hundred Thousand Dollars in payments from Licensee during the Calendar Year prior to the then current Renewal Term, five cents ($0.05) per month for each such subscriber; c. If the Agreement is not renewed, Licensor shall nevertheless be entitled to receive payment in respect of monthly subscription fees for subscribers who enrolled during the Initial Term or any Renewal Term (during the period of their continued enrollment) at the applicable royalty rate in effect during the applicable period, i.e., fifteen cents ($0.15) per month per paid subscriber in respect of subscribers initially enrolled during the Initial Term and fifteen cent ($0.15) or five cents ($0.05) (as the case may be) per month per paid subscriber in respect of subscribers initially enrolled during a Renewal Term. Such payments shall continue in respect of subscription fees received from active enrollments of such subscribers prior to the twentieth anniversary hereof. Notwithstanding anything to the contrary set forth above, Licensor shall not be entitled to any payment in respect of subscription payments from subscribers who enroll during any period that the Agreement is no longer in effect. d. Royalties earned hereunder shall be paid quarterly, concurrently with the delivery of the periodic statements required by subparagraph (e) hereof e. Licensee shall keep complete and accurate separate records of all paid subscriptions, in sufficient detail to disclose the initial enrollment date and current status of subscribers. The said records, and all underlying documents and other documents relating to the Endorsed Products, shall be open to inspection by Licensor or its designated representative at all reasonable times during business hours up to four (4) times per Contract Year and shall be maintained and preserved by Licensee until two (2) years after the expiration or termination of this Agreement. Licensee agrees not to cause or permit any interference with Licensor or Licensor's representative in the reasonable performance of their duties of inspection and audit. The exercise by Licensor in whole or in part, or at any time or times of the right to audit records and accounts or of any other right herein granted, the acceptance by Licensor of any statement or statements or the receipt and deposit by Licensor of any payment tendered by or on behalf of Licensee shall be without prejudice to any rights or remedies of Licensor and shall not stop or prevent Licensor from thereafter disputing the accuracy of any such statement or payment. f. No later than the thirtieth day after each calendar quarter, Licensee shall transmit to Licensor a complete and accurate statement certified to be accurate by an officer of Licensee, covering the immediately preceding calendar quarter. Such report shall set forth the number of paid subscriptions in effect during the preceding quarter, and provided the applicable royalty pertaining thereto. In the event that Employee signs any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the Supplemental Release of Claims attached hereto as Exhibit B on appropriate payment or within five deduction from future payments shall be made. Upon demand by Licensor, Licensee shall at Licensor's expense (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itsuch expense to be deducted from royalties payable to Licensor hereunder), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of but no more than once in any twelve (12) months of Employee’s base salary month period, furnish to Licensor a detailed statement by an independent certified public accountant computing amounts due to Licensor hereunder as of the Separation Date in date of Licensor's demand. If the gross amount of $512,500.00certified audit discloses that royalties were understated by more than ten percent (10%) per Contract Year, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company then Licensee shall pay for such audit. g. If Licensee shall fail to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as make any payment or deliver any of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until required statements referred to above, or to give access to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums premises and/or records pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal provisions hereof to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, Licensor's authorized representatives for the remainder purposes permitted hereunder, same shall be an Event of the COBRA Payment PeriodDefault hereunder.

Consideration. (a) In complete satisfaction of any and all amounts the Company or any of the XTI Companies or the Inpixon Companies may owe to Employee, or Employee’s heirs, representatives, and/or assigns, up to and through the Effective Date, including, but not limited to (x) any Base Salary or Bonus, or any other amounts to which Employee may be entitled to as a result of or in connection with Employee’s employment with any of the XTI Companies, and/or (y) any amounts Employee may in any way be entitled to under the Original Employment Agreement, as amended by the Amendment, and in consideration of Employee’s Resignations, the Company agrees, as follows: (i) Subject to applicable withholding requirements, pay to Employee Employee’s unpaid Base Salary since the last payroll through the Effective Date, and (ii) Subject to applicable withholding requirements, pay Employee the value of Employee’s accrued, unused vacation leave, subject to applicable withholding, (such accrued PTO (210 hours) amount being $31,500). (iii) reimburse Employee for all pre-approved business expenses reasonably incurred by Employee and properly submitted to the Company prior to the Effective Date, in compliance with the Company’s reimbursement policy, and (iv) fully vest as of the Effective Date all of Employee’s Options; (b) In consideration of Employee’s execution full and complete satisfactions of this AgreementEmployee’s obligations as set forth in Section 4 above, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or Company agrees to pay to Employee, within five ten (510) business days of the Separation Date Effective Date, $687,000 (the “Supplemental ReleaseSeparation Payment”) subject to any applicable withholding requirement, which such Separation Payment is inclusive of the amounts described in Section 5(a) above and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent amounts: i. One year of twelve (12) months of Employee’s base salary as $312,000 ii. One year of the Separation Date in the gross amount bonus $300,000 iii. Q4 2025 bonus of $512,500.00, subject to standard payroll deductions and withholdings75,000 iv. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its Direct payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant costs for one (1) year following the Effective Date (amount to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbe determined).

Consideration. In consideration The Company agrees to provide Employee the severance pursuant to Section 8 of the Employment Agreement. For the avoidance of doubt, such severance includes the payment to Employee of a lump sum equivalent to 6 months of Employee’s execution base salary, for a total of One Hundred Seventy Nine Dollars ($179,000), less applicable withholdings. This payment will be made to Employee within ten (10) business days after the Effective Date of this Agreement, but in all cases will be paid no later than March 15 of the year following the Termination Date (assuming this Agreement becomes effective by such date). Company further agrees to reimburse Employee for COBRA coverage for Employee and his or her covered dependents from the Effective Date of this Agreement through September 22, 2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, whichever occurs first, provided that Employee signs timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Supplemental Release Company’s high deductible health plan as of Claims attached hereto as Exhibit B on or immediately prior to employee’s termination of employment, Employee shall be paid an amount equal to fifty percent (50%) of the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding. COBRA reimbursements shall be made monthly by the Company to Employee consistent with the Company’s normal expense reimbursement policy. Pursuant to this Agreement, Employee is obligated to notify the Company within five (5) business days of the Separation Date (the “Supplemental Release”) date Employee and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months his or her covered dependents are covered by similar plans of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodemployer.

Consideration. In consideration (i) The Purchaser will withhold 1,344,444 Purchaser Shares (as adjusted after the date hereof for any stock splits, stock dividends, recapitalizations and the like in respect of Employee’s execution the Purchaser Shares occurring prior to the Closing) from the Stock Merger Consideration (the “Escrow Shares”) to serve as security for the benefit of the Purchaser (on behalf of itself or any other Purchaser Indemnified Person) against the indemnifications afforded by Article 10 of this Agreement and any reimbursement under Section 3.6(d)(ii). On the Closing Date, the Purchaser will cause its transfer agent to record a book entry evidencing the issuance of the Escrow Shares in the name of Deutsche Bank National Trust Company, as escrow agent (the “Escrow Agent”), or its nominee. The Escrow Shares shall constitute an escrow account (the “Escrow Account”), the distribution of which will be governed according to the terms and conditions set forth herein and in the escrow agreement by and among the Purchaser, the Holder Representative and the Escrow Agent, substantially in the form of Exhibit B (the “Escrow Agreement”). (ii) On or prior to the Closing Date, the Purchaser will deposit with Mellon Investor Services, LLC (the “Exchange Agent”) (A) an amount via wire transfer equal to the Cash Merger Consideration plus any amount payable in lieu of fractional shares, (B) an amount via wire transfer equal to the Retention Plan Closing Cash Payment and the Closing Cash Option Spread and (C) the aggregate number of Purchaser Shares equal to the Stock Merger Consideration, but excluding the Escrow Shares (collectively, the “Closing Disbursement”). The distribution of the Closing Disbursement to the Effective Time Holders will be governed according to the terms and conditions set forth herein and in an exchange agent agreement by and among the Purchaser, the Holder Representative and the Exchange Agent, which agreement shall direct the Exchange Agent to distribute cash and Purchaser Shares to the Effective Time Holders in a manner consistent with the terms of this Agreement, and provided that Employee signs shall refrain from imposing any material covenant on any Effective Time Holder not contemplated by this Agreement without the Supplemental Release written consent of Claims attached hereto each Effective Time Holder whose Aggregate Percentage Interest as Exhibit B reflected on the Merger Consideration Spreadsheet set forth in Schedule IV equals or within five (5) days exceeds 4.4%, shall not require the Effective Time Holders or the Holder Representative on behalf thereof to indemnify or pay any fees for the services of the Separation Date Exchange Agent, and shall otherwise be in form and substance reasonably acceptable to the parties thereto (the “Supplemental ReleaseExchange Agent Agreement”). (iii) and does not revoke itOn or prior to the Closing Date, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Purchaser will pay Employeeto an account designated by the Holder Representative an amount via wire transfer equal to the Holder Representative Fund. All payments and issuances of Purchaser Shares made pursuant to this Section 2.2(c) shall, upon payment or issuance to the Effective Time Holders, be treated for all purposes as severance, consideration received by the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage Time Holders in connection with new employment or self-employment; or (iii) the date Employee ceases to Merger and other transactions contemplated hereby and shall be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal distributed to the COBRA premium for Effective Time Holders in accordance with Article 3, which distribution is set forth in an Excel spreadsheet included herewith as Schedule IV. Such spreadsheet is included only as a demonstration, is based on certain assumptions, and the numbers shown therein are subject to change based on different assumptions. In the event of any conflict between this Agreement and such monthspreadsheet, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement shall control.

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(iv) of Employeethis Agreement shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8th) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to the terms of the Employment Agreement with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay EXECUTIVE $1,050,000 representing the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 within one week of the Separation Date; (iv) The COMPANY shall pay EXECUTIVE $950,000 representing the full amount of the EXECUTIVE’s Discretionary Bonus within one week of the Separation Date; and (v) The COMPANY shall reimburse EXECUTIVE, no later than February 27, 2015, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement (the “Severance Payment”). Payments shall be paid in accordance with the following schedule: (i) the first $1,000,000 of the Severance Payment will be payable in four (4) equal payments, with (A) the first payment being at the Company’s next regular payroll period after the Separation Date which is at least five (5) business days following the Effective Date of this Agreement, and (B) each of the remaining three (3) payments (the “Quarterly Payments”) being paid on the next payroll period following the third, sixth and ninth month anniversary dates of the first payment; and (ii) the remaining amount of the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the last Quarterly Payment, and each of the remaining eight (8) payments being paid monthly thereafter. c. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Frisco, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. d. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(d) shall be included in his taxable income to the extent required to avoid adverse tax consequences on the COMPANY or EXECUTIVE with respect to reimbursements under the COMPANY’s group health insurance plan for EXECUTIVE and/or his qualified beneficiaries. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(d) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(d) in a manner as is necessary to comply with PPACA. e. The COMPANY agrees to pay Employee 100% of the monthly premiums on the last day following life insurance policies: (i) North American Company for Life and Health Insurance Buy Sell Policy Number LB00294670, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB02941240, (iii) MetLife Life Insurance Policy #210165127, (iv) AXA Insurance Life Insurance Policy #110009595, (v) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (vi) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (vii) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (viii) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining month up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. The COMPANY agrees to change the beneficiaries of the COBRA Payment PeriodRespective Policies listed in (iii) and (iv) above to Cayenne G▇▇▇▇▇▇. After the 36 month period expires, a fully taxable cash payment equal to the COBRA extent permitted by law and the Respective Policy, EXECUTIVE may elect, in his sole discretion, to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any one or more of the Respective Policies expire, the COMPANY shall procure a substantially similar policy to replace each such expired policy for EXECUTIVE and pay 100% of the monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested with EXECUTIVE and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to execute such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may reasonably determine should be executed to effectuate the foregoing provisions. g. EXECUTIVE represents that, as of the Effective Date, he has returned to the COMPANY all assets and equipment provided to him for the performance of his employment duties as requested by the COMPANY. EXECUTIVE shall have the right to purchase, at book value, EXECUTIVE’s office furniture, company issued computers, iPads, and mobile phones provided to EXECUTIVE by the COMPANY. h. The COMPANY grants EXECUTIVE a one-time put right to sell to the COMPANY up to $2,700,000 of EXECUTIVE’s equity interests in the COMPANY (the “Put Repurchase”), determined based on the fair market value of such equity interests on the date EXECUTIVE exercises the put right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Put Repurchase can only be requested in writing at any time by the EXECUTIVE between January 1, 2016 and December 31, 2018 and may only be requested one time. The purchase price for the Put Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This put right may only be exercised by EXECUTIVE if (i) the COMPANY is permitted at such time of exercise to complete the requested Put Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Put Repurchase, and (iii) such Put Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. i. The EXECUTIVE grants the COMPANY a one-time call right to purchase from EXECUTIVE up to $2,700,000 of EXECUTIVE’s equity interest in the COMPANY (the “Call Repurchase”), determined based on the fair market value of such equity interests on the date the COMPANY exercises its right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Call Repurchase can be exercised in writing at any time by the COMPANY between January 1, 2016 and December 31, 2018 and may only be exercised one time. The purchase price for the Call Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This call right may only be exercised by the COMPANY if (i) the COMPANY is permitted at such time of exercise to complete the Call Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Call Repurchase, and (iii) such Call Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. j. While EXECUTIVE is a member of the COMPANY’S Board of Directors, EXECUTIVE shall receive compensation and reimbursement of expenses pursuant to the Company’s standard practices and procedures. For a period of 36 months after the Separation Date, subject to the COMPANY’s Board of Directors right to exercise its fiduciary duties with regard to nominations for the COMPANY’s Board of Directors, the COMPANY will use its commercially reasonable efforts to have its Board of Directors nominate EXECUTIVE as a nominee for election to the COMPANY’s Board of Directors by the COMPANY’s shareholders. k. EXECUTIVE acknowledges that the foregoing consideration recited in this Agreement is adequate consideration for this Agreement.

Consideration. In consideration of Employee’s execution of 's decision to enter into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company K-C will provide Employee with the following severance benefits: along with other good and valuable consideration: (a) Employee shall remain an employee of K-C, receiving full-time pay and all benefits to which Employee may otherwise be entitled, through April 30, 2012. (b) A lump sum separation payment of two (2) times the sum of Employee's annual salary plus the average of the last three (3) years of Employee's bonus payments, pursuant to the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Severance Pay Plan, in the specific amount of $2,296,823.00. (c) Employee will be paid a Severance Paymentprorated portion of any year 2012 award Employee would otherwise be provided under the terms of the Executive Office Achievement Award Program (“EOAAP”). The Company Any award provided to Employee under EOAAP will pay be prorated and paid according to the terms of the EOAAP program. (d) Employee will be offered COBRA medical continuation coverage under Employee, 's current medical plan or as severance, the equivalent of twelve otherwise provided by law and will receive eighteen (1218) months of Employee’s base salary as such coverage without payment of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsapplicable premium if Employee elects coverage; provided that such coverage will cease if during that 18-month period Employee obtains coverage through another employer. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that If Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation medical coverage beyond eighteen (18) months, Employee must pay the applicable premiums for any reason, including plan termination further coverage as provided by law. (such e) Attendance by Employee at a nationally recognized public board of directors governance program. K-C shall provide Employee reimbursement of reasonable out of pocket expenses and costs related to participation in this program. Such program must commence not later than eight months following the date of Employee's separation from K-C. (f) Employee Assistance Program (EAP) services provided by K-C's current EAP provider for a period of three (3) months beginning the month following Employee's separation from K-C. Tax withholdings may be applied to the Separation Date through above payments as determined by K-C in its sole discretion. Employee is fully responsible for the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation all taxes and K-C makes no representation as to the tax treatment of applicable law, then in lieu of paying COBRA premiums pursuant to any consideration under this Section, the Company shall pay Employee on Agreement. All above payments will be made as soon as administratively feasible after the last day date of each remaining month of Employee's employment or the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state date this Agreement becomes final and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbinding whichever is later.

Consideration. In consideration of Employee’s execution of a. Provided that you (i) comply with your obligations under this Agreement including Paragraphs 6, 14 and 16, and (ii) timely sign and return this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee you with the following severance benefits: “Consideration”: i. The Company will contract with you as a Severance PaymentConsultant immediately from your employment Separation Date (so there is no separation from service on said date and your existing equity awards continue to vest) through June 1, 2025 (“Consultant Period”) in accordance with the terms set forth in the Consultant Agreement, attached to this Agreement as “Attachment A”; ii. The Company will also pay Employeeyou a lump sum payment in the net amount of Twenty Five Thousand Six Hundred Fifty-Four Dollars ($25,654.08) which will be grossed-up to account for applicable federal and state taxes, so that you may elect COBRA continuation coverage under the Company’s group medical insurance plans in which you participated as severanceof the Separation Date, and pay ▇▇▇▇ Administrative Services for your COBRA premium (subject to changes in such plans or coverage that are generally applicable to other employees and to the equivalent requirements of such plans and applicable laws) from this payment for a total of twelve (12) months months. For the avoidance of Employee’s base salary as doubt, to the extent you elect COBRA continuation coverage, you will be responsible for timely making all payments for such coverage; and iii. The Compensation Committee of the Company’s Board of Directors shall extend the time for you to exercise your vested stock options until the earlier of (a) the one year anniversary of your Separation Date and (b) the maximum expiration date of the corresponding stock option. Both Parties agree and acknowledge that there may be tax implications to your vested and unvested stock options that result from subpart (i) and (iii) of this Paragraph 2(a) and the Company recommends you consult with a tax expert regarding said tax consequences. The Company acknowledges and agrees that you remain eligible to vest any equity awards scheduled to be vested during your Consultant Period. b. Provided that you timely execute this Agreement as referenced in Paragraph 2(a), and provided that you timely execute the Supplemental Release Agreement attached as “Attachment B” to this Agreement after the Consultant Period but within the time period set forth therein, and do not thereafter revoke that Supplemental Release Agreement, the Company will provide you with the following as additional “Consideration,” following your Consultant Period: i. The Company will pay you a lump sum payment in the gross amount of Ten Thousand Dollars ($512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”10,000) for Employee and her covered dependents which it will issue a Form 1099. The Company will make this payment to you within twenty (20) calendar days following Employee’s separation, the expiration of the revocation period set forth therein. ii. The Company shall forgive your obligation to repay to the Company shall pay the Relocation Stipend pursuant to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage Paragraph 5 of that is in effect for Employee (and her covered dependents) certain Executive Employment Agreement, dated as of February 5, 2024, between you and the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of for signing this Agreement, Agreement and provided that Employee signs the Supplemental General Release of Claims attached hereto as Exhibit B on or within five (5) days and in accordance with terms of the Separation Date ES Agreement (Exhibit A), the Company agrees: i. To pay Executive severance in the lump sum total amount of Five Hundred Nine Thousand Two Hundred Twenty Dollars and Zero Cents ($509,220.00) in accordance with Paragraph 2 of the ES Agreement (the “Supplemental ReleaseSeverance Payment”), less applicable withholding required by law, plus ii. A lump sum in the amount of Seventy Seven Thousand Five Hundred Seventy Two Dollars and Eighty-Four Cents ($77,572.84) for the average cash incentive compensation paid during the most recent three (3) years immediately preceding the termination date. iii. If Executive properly and does not revoke ittimely elects to continue medical and dental coverage under the Company’s plan in accordance with the continuation requirements of COBRA, the Company will provide Employee with shall reimburse Executive for the following severance benefits: cost of the premium for such coverage for up to a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of month period beginning on the Separation Termination Date in the gross amount of $512,500.00and ending on February 29, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date2016; or (ii) the date when Employee on which Executive becomes eligible for substantially equivalent other group health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases coverage. Thereafter Executive shall be entitled to be eligible for elect to continue COBRA continuation coverage for the remainder of the COBRA period, at Executive’s own expense and as required by law. In order to receive reimbursement hereunder, Executive must submit proof of payment acceptable to the Company within 90 days after Executive incurs such expenses. Executive understands and agrees that he is not entitled to any reasonseverance money or benefits, including plan termination other than those offered in accordance with the terms of the ES Agreement (such period from Exhibit A) and this Agreement, except as may be provided by the Separation Date through the earlier of (i)-(iii)RS Stock Agreement. Subject to Paragraph 3 below and/or as otherwise provided by this Agreement, the “COBRA Severance Payment Period”)will be made once this Agreement becomes effective and within 60 days of the Termination Date. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee60 day period following the Executive’s behalf would result termination ends in a violation of applicable law, then calendar year after the year in lieu of paying COBRA premiums pursuant to this Sectionwhich the Executive’s employment terminates, the Company Severance Payment shall pay Employee on be made no earlier than the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodlater calendar year.

Consideration. In consideration of Employee’s execution Pursuant to the terms of this AgreementAgreement and the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and the Reaffirmation, including but not limited to a release of claims, promise to provide advisory services, and promise to cooperate post-separation from employment, and provided that Employee signs (a) Executive’s employment with the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of Company has not been terminated prior to the Separation Date as a result of voluntary termination by Executive without Good Reason (as defined in the “Supplemental Release”Employment Agreement) and does not revoke it, or involuntary termination by the Company will provide Employee with for Cause (as defined in the following severance benefits: a Severance Payment. The Company will pay EmployeeEmployment Agreement), (b) both this Agreement and the Reaffirmation are timely signed by Executive, returned to the Company, and not revoked as severance, the equivalent set forth in Section 14 of twelve (12) months of Employee’s base salary as this Agreement and Section 9 of the Separation Date Reaffirmation, (c) the Advisory Agreement is signed by Executive at the same time this Agreement is signed by Executive, (d) Executive notifies the Company in the gross amount of $512,500.00writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, subject to standard payroll deductions Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, that Executive has timely and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued properly elected healthcare insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended and (“e) Executive remains eligible for such coverage under COBRA”) for Employee and her covered dependents following Employee’s separation, then the Company shall pay to health insurance provider the full monthly premium directly to the COBRA premiums necessary administrator for Executive to continue Employee’s and Employee’s covered dependents’ health healthcare insurance coverage that is in effect for Employee under COBRA (and her covered dependentsthe “COBRA Payments”) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest earlier of: (i) twelve eighteen (1218) months after following the Separation Date; and (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage to receive COBRA continuation coverage. During the period in connection with new employment or self-employment; or (iii) which the date Employee ceases Company is providing the COBRA Payments, Executive shall immediately notify the Company in writing to be eligible for ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, if Executive cancels COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), or is no longer eligible to receive COBRA continuation coverage. The COBRA Payments are hereinafter referred in this Agreement as the “COBRA Payment PeriodConsideration.”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution A. Provided that you have signed and returned this Agreement as set forth below, and have not revoked your signature on this Agreement (as discussed in paragraph 15), and have signed the Reaffirmation at the end of this Agreement, and the Company shall (on behalf of the Releasees) provide you with the following after your termination of employment: (i) Payment of an amount equal to twelve (12) times your monthly base salary (the “Separation Payment”), provided that Employee signs you have not secured another position with the Supplemental Release Company. The Separation Payment shall be paid to you in bi-weekly payments, beginning on the first full payroll period after the termination of Claims attached hereto as Exhibit B on your employment or within five (5) days the expiration of the revocation period set forth in paragraph 15 of this Agreement, whichever is later. Payments of the Separation Date Payment will be made on the Company’s normal payroll cycle in accordance with the Company’s regular payroll practices, and are subject to all statutory deductions required by federal, state and/or local law. Payments will be reported on a tax form W-2. (ii) In the “Supplemental Release”) and does not revoke itevent a prospective employer seeks a reference relating to your employment, you will direct their inquiries to the Company’s Executive Vice President, Chief Administrative & Human Resources Officer, who will provide, or direct a Human Resources designee to provide, only the dates of your employment, the position that you held, your job location, and your compensation as of the Separation Date, and will confirm that it is Company will policy to provide Employee with the following severance benefits: a Severance Payment. only such information. (iii) The Company will pay Employeeyou a lump sum amount equal to the difference between the COBRA coverage premium for the same type of medical, as severancedental and vision coverage (single, the equivalent of twelve (12family or other) months of Employee’s base salary in which you are enrolled as of the Separation Date in and your employee contribution, which represents the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance would allocate for such coverage that is in effect had your coverage remained active for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after months. This payment will be taxable and subject to withholding. You will be responsible for ensuring the Separation Date; timely payment of your COBRA coverage premiums. This payment will be made within sixty days of termination of your employment. (iiiv) The Company will pay you a lump sum Transition Bonus in the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment amount of $100,000 within sixty (60) days of the termination of your employment. B. Even if you choose not to sign this Agreement, or self-employment; or if you sign this Agreement and then revoke your signature (iii) the date Employee ceases to as explained below), you will still be eligible for COBRA continuation coverage for any reason, including plan termination (such period from paid your regular salary through the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingand your accrued but unused calendar year 2015 PTO, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany.

Consideration. In consideration for signing this Agreement and General Release, and complying with its terms, the Bank agrees to pay Employee the following, as may be more fully described in Exhibit A, and other benefits outlined in Exhibit A (subject to the terms of Exhibit A, this Agreement and the applicable plans described therein): a. to pay to Employee thirty-two (32) weeks salary continuation payments. The amounts shall be paid in installments as set forth on Exhibit A attached hereto. Such installment amounts shall be subject to tax withholdings required by federal, state, and/or local laws; b. to pay to Employee a supplemental payment (“Supplemental Payment”) in an amount set forth on Exhibit A, which is equivalent to the amount the Bank contributes to active employees’ medical plan coverage, at employee’s elected level of coverage, for a period of thirty-two (32) weeks. The Supplemental Payment shall be paid in semi-monthly installments through the Bank’s payroll and shall be subject to tax withholdings required by federal, state, and/or local laws, as outlined in Exhibit A. To the extent that Employee desires to continue participating in the Bank’s medical coverage program, Employee shall complete the medical continuation coverage documents to enroll in such coverage and make payments to the Bank as set forth in those documents. Employee shall be solely responsible for paying all the costs of such continuation coverage including the administrative fee; and c. to provide outplacement assistance as set forth on Exhibit A. 4. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the Salary Continuation and/or the Supplemental Payment specified in paragraph “3” above, except for Employee’s execution of this AgreementAgreement and General Release and the fulfillment of the promises contained herein. This Agreement and General Release shall not affect Employee’s rights to any retirement benefits, incentive compensation under the 2025 Executive Officer Incentive Compensation Plan (“2025 Plan”), deferred compensation installment payments under the Bank’s 2024 Executive Officer Incentive Compensation Plan (“2024 Plan”), or Employee’s rights under the Non Qualified Deferred Compensation Supplemental Thrift Plan, and provided its applicable Addendum, through Employee’s termination of employment, as the Parties agree that Employee signs any payments or benefits under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days aforementioned plans are governed by the terms of the Separation Date (applicable plan and are not subject to waiver or modification under the “Supplemental Release”) and does not revoke itterms of the Agreement. For the avoidance of doubt, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as aforementioned plans govern all rights of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection Parties with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal respect to the COBRA premium subject matter for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.which Docusign Envelope ID: 585661BB-0857-4567-A549-23CAFCAC7862

Consideration. In consideration exchange for the promises and agreements made by the Executive contained in this Agreement the Company will provide the Executive with the following payments and benefits (a) One Hundred Ten Thousand U.S. Dollars ($110,000.00) (the “Severance Payment”). The Severance Payment shall be reduced for all applicable deductions and withholdings required by law and paid in twelve equal payments via direct deposit beginning on July 1, 2017. (b) The Company shall, at the written request of Employee’s execution Executive, on or prior to the 90 day option termination date, promptly authorize and permit Executive to extend the exercise period with respect to any and all vested options to purchase capital stock of the Company for a period of five (5) years after the Separation Date. Employee acknowledges and agrees that any and all such vested options which are incentive stock options shall ARC GROUP WORLDWIDE, INC.SEPARATION AGREEMENT require amendment in order to become non-qualified stock options (the “Amended Options”). (c) The Company shall continue payment of group health plan coverage, as in effect prior to the date of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of through December 31, 2017 following the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as regardless of the Separation Date in the gross amount end of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationany applicable COBRA period), the Company shall pay to health insurance provider provide at its full cost (including by payment of premiums, by the full monthly COBRA premiums necessary to continue Employee’s Company on an after-tax basis) continued health, dental, and Employee’s covered dependents’ health vision benefit coverage and life insurance coverage that is for the Executive and, where applicable, the Executive’s spouse and eligible dependents (the “Insurance Continuation”). The Insurance Continuation shall be provided by enrolling the Executive in the Company’s health, dental, and vision benefit insurance plans applicable to executive employees of the Company during the applicable period following the Separation Date. Such Insurance Continuation coverage may not be at the same or greater level of health, dental, and vision benefit coverage in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result benefits described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant this Paragraph 6(b) may be discontinued prior to this Section, the Company shall pay Employee on the last day of each remaining month end of the COBRA Payment Period, a fully taxable cash payment equal period provided in this Paragraph 6(b) to the COBRA premium extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer or personal health benefit arrangement. The provision of health benefit coverage under this Paragraph 6(b) will be considered continuation coverage for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder purposes of the COBRA Payment PeriodCOBRA.

Consideration. In consideration of Provided Employee has timely executed this Agreement without alteration and complies with its terms (including the cooperation provisions), the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $325,000 per year (equal to $27,083.33 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will commence paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and provided that Employee signs must be executed within 47 days from the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days date this Agreement was first presented to Employee. b. Per the terms of the Separation Date Employment Agreement, Company will reimburse Employer’s share of group health plan benefits premiums under the Company’s plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee’s outstanding stock option awards (“Supplemental ReleaseOption Awards”) and does not revoke itto acquire shares of Class A Common stock of vTv Therapeutics Inc. (“vTv”) which were scheduled to vest in December 2021 (83,333 options) shall be fully vested on the Separation Date. In addition, notwithstanding anything in the Company will provide Option Awards to the contrary with respect to a termination of employment, any previously unexercised vested Options (including those that vest on the Separation Date) held by Employee with shall be exercisable until the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as last day of the Separation Date Option Period (which for the avoidance of doubt shall in no event be more than the gross amount tenth anniversary of $512,500.00the date of grant) or such earlier date, subject to standard payroll deductions if a Change in Control occurs and withholdings. This amount will all unvested Options shall be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) forfeited as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution addition to the benefits set forth in Paragraph 1 of this Agreement, and provided that Employee signs for, and in consideration of, the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of covenants, promises and releases by Executive in this Agreement, and subject to compliance with any and all prerequisites expressly set forth herein including without limitation Executive’s continued compliance with the restrictive covenants set forth in the Employment Agreement and Inventions Agreement, and this Agreement becoming effective and irrevocable in accordance with Section 6 below, Company agrees to pay Executive the amounts described herein. Contingent Benefits Following the Separation Date Date. Executive will further receive, commencing immediately following the Separation Date: i. continued payment of Executive’s Base Salary (the “Supplemental Release”subject to applicable tax withholdings) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of for twelve (12) months of Employee’s base salary as of from the Separation Date in the gross amount of $512,500.00Date, subject such amounts to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty accordance with the Company’s normal payroll policies; ii. the actual earned annual cash incentive, if any and as approved by the Board, payable to Executive for the year ended December 31, 2022; iii. reimbursement for premiums paid for continued health benefits for Executive (30and any eligible dependents) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis plans until the earliest of: earlier of (i) twelve (12) months after the Separation Date; , payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist. Subject to IRC section 409A, the cash incentive described in subsection (ii) above will be paid in a lump sum on the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or later of (iiia) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time on which the Company determines that its makes the final payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month participants of the COBRA Payment Period2022 Management Bonus Plan, a fully taxable cash payment equal to but in no event will be paid later than March 15, 2023, or (b) within seven (7) days following the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder effective date of the COBRA Payment PeriodRelease referenced in Section 7 below. Any amounts above will only be paid following the effective date of the Release referenced in Section 6 below. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist.

Consideration. In consideration of Employee’s execution of this AgreementProvided Executive timely signs, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) returns, and does not revoke itthis Agreement, the Company will provide Employee him with the following severance benefits: a Severance Payment. following: (a) The Company will pay Employeeprovide Executive with salary continuation at Executive’s Base Salary (as in effect as of the Resignation Date), as severanceless applicable taxes and withholdings, through and including the Resignation Date, (b) Pursuant to Section 5.2(b) of the Employment Agreement, the equivalent Company will provide Executive with continued payment of Executive’s Base Salary (as in effect as of the Resignation Date), payable in accordance with the Company’s payroll policy and less applicable taxes and withholdings, for a period commencing on the Resignation Date and ending on the twelve (12) month anniversary of the Resignation Date; (c) Pursuant to Section 5.2(c) of the Employment Agreement, the Company will provide Executive with reimbursement of the cost of continuation coverage of group health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a maximum of twelve (12) months of Employee’s base salary as of following the Separation Resignation Date in to the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely extent Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for such COBRA continuation coverage and is eligible and subject to the terms of the Company’s health plan and applicable law; provided, that such reimbursement shall cease to the extent that the Executive is eligible for health benefits from a new employer; (d) The Company will provide Executive with payment of the Annual Bonus (as such term is defined in Section 4.2 of the Employment Agreement) for the Company’s fiscal year ending September 28, 2024 (the “2024 Fiscal Year”), such amount being payable at the same time and on the same terms the Company pays other executive employees who are eligible for such annual bonus payments. (e) Any vested and/or unvested interests, if any, that Executive may have pursuant to the Company’s Equity Plan (as such term is defined in Section 4.5 of the Employment Agreement) shall be treated in accordance with the terms of such Equity Plan. (f) Executive acknowledges and declares that following these payments, he will be fully compensated for all work performed and time he worked while employed by the Company, and that he is not owed any reasoncompensation, including plan termination (such period wages, salary, payments, bonus, remuneration, benefits or income from the Separation Date through Company except as specifically provided in this Agreement. (g) Executive’s entitlement to receive the earlier payments and benefits described herein-above is expressly contingent upon and subject to Executive’s good and faithful compliance with the terms and conditions of (i)-(iii), this Agreement and his post-employment obligations under the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration of Employee’s execution of Provided Employee remains employed by the Company through the Retirement Date, has signed this Agreement, and provided that does not revoke the Agreement, the Company agrees: (A) To pay Employee signs any unpaid incentive or bonus payments earned in accordance with any Company-sponsored incentive plan in which Employee is eligible and participated prior to the Supplemental Release Retirement Date. (B) To recommended to the Board of Claims attached hereto as Exhibit B on or within five (5) days Directors of the Separation Date Company that it approve a one-time grant to Employee of 10,000 long-term incentive plan units (the “Supplemental Release10,000 LTIPs”), to be allocated as follows: 67% in the form of Performance Stock Units (“PSUs”) and does not revoke it33% in the form of Restricted Stock Units (“RSUs”)), pursuant to the Company’s Second Amended and Restated Omnibus Incentive Plan (“Omnibus Plan”) and on the same terms and conditions as Employee’s PSUs and RSUs grants of March of 2024. (C) To recommend to the Board of Director that it approve that the Company will provide Employee not deem Employee’s retirement as a Termination of Employment Service solely for purposes of the Omnibus Plan and any grant agreement thereunder (including the 10,000 LTIPs that may be granted hereunder), such that any and all vesting with respect to Employee’s outstanding Awards (including any Options (both vested, but not exercised options, and unvested options), restricted stock units, performance stock units granted, and the following severance benefits: a Severance Payment10,000 LTIPs) under the Omnibus Plan shall continue to vest as if there was no Termination of Employment Service. The Company will pay Further, each of such Participant’s outstanding vested Options shall remain exercisable until the applicable Expiration Date. (D) To permit the Employee, as severanceif eligible, to elect to continue receiving medical and dental insurance under the equivalent Company’s plans under the continuation requirements of twelve (12) months COBRA for a period of Employee26 weeks, and thereafter under COBRA through the statutory term subject to Employee paying any and all premium due for such benefits. Employee shall be responsible for electing benefit continuation through the Company’s base salary benefit administrator and making any applicable premium payments, at the active employee premium share rate. Employee is responsible for determining if he is eligible for any retiree health benefits as of the Separation Retirement Date in and making the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodappropriate selection upon retirement.

Consideration. In consideration of Employee’s execution of this Agreement(i) I acknowledge that my consulting arrangement with Company and the opportunity to receive the payments and benefits described in the Independent Contractor Services Agreement between Company and me, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date dated August 1, 2011, (the “Supplemental ReleaseConsulting Agreement”) as well as the benefits set forth in Section (a)(ii) and does (a)(iii), below, collectively and individually, constitute sufficient and valuable consideration for this Agreement. Capitalized terms not revoke itdefined herein shall have the meaning ascribed in the Consulting Agreement. (ii) Subject to my compliance in all respects with the terms and conditions of this Agreement and the Consulting Agreement, the Company will provide Employee with (i) reimburse me for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent actual premium cost of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended amended, and Cal-COBRA (collectively, “COBRA”), for me and my spouse under Company’s group health plans in which we are enrolled immediately prior to the Effective Date (subject to any plan changes that Company might make from time to time), for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date; and (ii) pay me an amount equal to $30,000 (estimated to be the cost of a private health insurance policy for Employee my spouse and her covered dependents following Employeea supplemental Medicare policy for myself for two years, which amount shall be proportionately reduced in the event the insurance specified is not required due to my death or my spouse’s separation, death before the payment becomes due). Company shall pay to health insurance provider me the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is amounts described in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: clause (i) twelve (12) months after monthly in arrears for the Separation first three years following the Effective Date; , provided that I have supplied Company with copies of receipts showing my payment of the COBRA premiums for each monthly period. Company shall pay the amount described in clause (ii) in a lump sum within ten (10) days following the date when Employee becomes eligible third anniversary of the Effective Date. I acknowledge and agree that my spouse and I shall be responsible for substantially equivalent health all matters relating to the insurance coverage described in connection with new employment this section, including, without limitation, our election of or self-employment; or application for such coverage and payment for such coverage. I further acknowledge and agree that if my service to the Company terminates before the end of the Consulting Period (iiias defined in the Consulting Agreement) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination the benefits and payments provided for in this section will cease pursuant to the provisions of Section 15.3 of the Consulting Agreement. (such period from iii) Subject to my compliance in all respects with the Separation Date terms and conditions of this Agreement and the Consulting Agreement and my remaining continuously employed by Company through July 31, 2011 and my continuously performing consulting services for Company through March 15, 2012, I shall be eligible to receive a 2011 annual bonus (the earlier of (i)-(iii“2011 Annual Bonus”), prorated to reflect the number of months during 2011 that I served as Senior Vice President, Buying. The 2011 Annual Bonus shall be calculated at a base amount of $87,500, which amount will be adjusted up or down by the same percentage as Company’s earnings before interest, taxes, depreciation and amortization (“COBRA Payment PeriodEBITDA”)) for its fiscal year 2011 increases or decreases from Company’s EBITDA for its 2010 fiscal year. Notwithstanding For the foregoingpurposes of this Agreement, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall determine the EBITDA in its sole discretion, on a basis consistent with how Company calculates its EBITDA for its fiscal year 2011. If I meet the eligibility requirements set forth above, Company will pay Employee me the 2011 Annual Bonus at the same time as other annual bonuses generally are paid to other Company executives, which is anticipated to occur in March of 2012. I agree that I am not be entitled to any other bonus payment whatsoever for any period of time. I agree that because my employment is ending on August 1, 2011, I would not be entitled to receive any bonus from Company in the last day absence of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of Provided Employee has timely executed this Agreement without alteration and complies with its terms, the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $450,000 per year (equal to $37,500 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will be paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and provided that Employee signs must be executed within 47 days from the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days date this Agreement was first presented to Employee. b. Per the terms of the Separation Date Employment Agreement, Company will reimburse Employer’s share of group health plan benefits premiums under the Company’s plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee’s outstanding stock option awards (“Supplemental ReleaseOption Awards”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent to acquire shares of twelve (12) months Class A Common stock of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended vTv Therapeutics Inc. (“COBRAvTv”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Datedate hereof shall continue to remain outstanding and vest (to the extent not yet vested) and shall be fully vested at the end of the Transition Period. The COBRA coverage benefit will In addition, notwithstanding anything in the Option Awards to the contrary with respect to a termination of employment, any previously unexercised Options held by Employee shall be paid on a monthly basis exercisable until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month the Option Period (which for the avoidance of doubt shall in no event be more than the tenth anniversary of the COBRA Payment Perioddate of grant) or such earlier date, if a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Change in Control occurs

Consideration. In consideration of Employee’s execution Provided that you sign and return this Agreement without revoking it as set forth in Paragraph 27 of this Agreement, and provided that Employee signs the Supplemental Release Company will, following your Separation Date: (a) Pay you the equivalent of Claims attached hereto as Exhibit B on or within five (5) days 52 weeks of the Separation Date pay (the “Supplemental ReleaseSeverance Period”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent at your final annual rate of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00400,000.00, subject to standard payroll deductions and withholdingsless applicable withholding. This amount will be paid in installments on the Company’s regular payroll schedule, in effect at the time of payment, beginning with the first possible normal pay period after this Agreement becomes irrevocable in accordance with Paragraph 27 below.The Company may reduce its obligation under this section dollar-for-dollar for every dollar that you earn in base salary during the Severance Period from a single lump sum no later thirty new employer. You must notify the Company, in writing, at least ten (3010) business days after prior to accepting any such employment or other service (as an employee or an independent contractor) during the Supplemental Release Effective DateSeverance Period, of the proposed base salary and other compensation. You may not defer base salary with your new employer or take any action to avoid the dollar-for-dollar reduction required by this section, and if you do take such action, the Company’s obligation under this section may be reduced accordingly by the Company in its discretion. Although the Company does not guarantee any particular tax treatment, all taxable payments and benefits provided under this Agreement are intended to comply with the separation pay exception (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)) of Section 409A of the Consolidated Omnibus Budget Reconciliation Action Internal Revenue Code of 19851986, as amended (the “Code”), or to qualify as payments that are compliant with all requirements of Code Section 409A regarding payments of deferred compensation paid on a schedule following a separation from service, and are subject to all provisions of the Ascena Retail Group, Inc. Executive Severance Plan regarding compliance with Code Section 409A. Furthermore, the amount payable hereunder shall be subject to setoff, recoupment, defense or other right the Company may have against you, which shall be applied in a manner intended to comply with Code Section 409A; (b) If you have coverage under the group health care plan sponsored by the Company, you will receive from the Company notice of your right to elect continued coverage under such plan in accordance with the provisions of COBRA. Provided you timely elect and enroll in COBRA, and timely pay the premiums at the applicable active employee rate for you and, if applicable, your spouse and eligible dependents (the “Applicable Rate”) for Employee and her covered dependents following Employee’s separation), the Company shall will pay the cost for continued coverage pursuant to health insurance provider COBRA less the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Applicable Rate until the earliest of: (i) twelve the expiration of the Severance Period (12) months after the Separation Dateup to a total of 52 weeks); (ii) the date when Employee becomes first day that you become eligible for substantially equivalent coverage under the health insurance coverage in connection with new employment or self-employmentplan of a subsequent employer; or (iii) the date Employee ceases you or your eligible dependents cease to be eligible for under COBRA continuation (“Company-subsidized COBRA”). You shall be obligated to provide prompt written notification to the Company of any available alternate health care coverage for any reason, including which you are eligible and to pay 100% of the COBRA premium if you elect to continue your benefits through COBRA after becoming eligible under the health insurance plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)a subsequent employer. Notwithstanding the foregoing, if the Company, at any time time, determines, in its sole discretion, that the Company determines that its payment of Company-subsidized COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums it is providing pursuant to this SectionParagraph is discriminatory in accordance with the rules established under Section 105(h) of the Internal Revenue Code, then the Company-subsidized COBRA shall cease and any remaining amounts designated for Company-subsidized CORBA shall be paid as additional severance in a lump sum; (c) Pay for up to 12 months of Executive Level Outplacement Service selected by the Company. You understand and agree that the Company shall pay Employee on select the last day of each remaining month of service and program applicable to you and that the COBRA Payment PeriodCompany does not warrant or guarantee the services provided by, or any results obtained or not obtained for you through, such program; and (d) Pay you a fully taxable cash payment equal to the COBRA premium for such monthlump sum, less applicable federalwithholding, state and local payroll taxes and other withholdings required by law, for which is equivalent to the remainder of amount that you would have been eligible to receive under the COBRA Payment Period.applicable annual incentive bonus plan,

Consideration. In consideration of Employee’s execution of this AgreementAlthough it is not obligated to do so, Employer agrees to pay Employee severance equal to ten and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) one half months of Employee’s base salary as of the Separation Date compensation in the gross amount of $512,500.00261,777.08, subject to standard payroll deductions less required withholding and withholdingsdeductions. This amount sum will be net of any legally required deductions, and shall be paid in a single lump sum no later thirty (30) days on the Company’s first regularly scheduled payday that occurs after the Supplemental Release Effective Date, as Date (defined thereinbelow) of this Agreement and Release. b COBRA. Provided that Should Employee timely elects continued elect to continue health insurance coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) by paying the active employee cost sharing, Employer will pay the Employer’s share of the costs of any COBRA premiums until the earlier of: (1) the end of the twelfth month following the Resignation Date; or (2) Employee becomes eligible to obtain health care coverage from another source. Employee agrees to notify the Employer within ten (10) calendar days if he becomes eligible for health care coverage from another source. If Employer results would trigger a Short Term Incentive (“STI”) payment for the fiscal year 2015 for participants under the Short Term Incentive Plan (the “STI Plan”) and such payment is approved by the Board of Directors, Employer agrees to pay Employee an amount equal to 75% of the payment under the STI Plan that Employee would have otherwise received for 2015; provided however that any such calculation of STI to which Employee would have been entitled shall not include any component related to the Individual Goal portion of the STI Plan. Such STI will be paid to Employee at the same time such STI is paid to the other eligible active employees of Employer in 2016, less required withholding and her covered dependents deductions. The following provisions shall apply to any equity grants or awards made by Employer to Employee. Employee shall be entitled to retain any non-statutory stock options granted to Employee that have already vested as of the date immediately preceding the Resignation Date under and pursuant to the terms of Employer’s separation2008 Equity Incentive Plan, as amended (the “Plan”), and any equity agreement (the “Equity Agreement”), related to such stock options (the “Applicable Options”). Such Applicable Options, unless previously exercised, shall terminate on the earlier of the one year anniversary of the Resignation Date or the contractual expiration date of any such Applicable Option under the related Equity Agreement. Any exercise of such Applicable Options, and any other matters with respect to such Applicable Options, shall be governed by the terms of the Plan and the Equity Agreements. Except for the Applicable Options, any other equity awards made to Employee by Employer, including without limitation any stock options, time vested restricted stock, or performance awards, are forfeited. For the avoidance of doubt, the Company immediately preceding sentence shall not apply to any such equity awards of Employee that have vested as of the date immediately preceding the Resignation Date. These payments and benefits exceed anything to which Employee is otherwise entitled to receive from Employer. Except for the amounts provided above, and any accrued benefits under the 401(k) Plan, Employee waives any compensation, benefits, or rights that may have accrued in his capacity as an employee, contractually or otherwise, including, without limit, any right to any salary, fees, or benefits or to continued participation in any compensation plans, programs or arrangements. Employee further acknowledges that he has received all benefits and compensation, including salary, commissions and bonuses, that he has earned as of the date of this Agreement and Release, and that there are no amounts due and owing to him from Employer or any of the Released Parties, except the payments set forth in this Paragraph 1.2. Employee acknowledges that no sums or severance are due to him under the Employment Agreement (“Employment Agreement”). Regardless of whether Employee executes this Agreement and Release, Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Employee’s base salary, vacation and other cash entitlements accrued through the Resignation Date (12including the amount of $45,459.76 of accrued vacation pay) months after in a lump sum of cash on the Separation Datefirst regularly scheduled payroll date that is at least ten (10) days from the Resignation Date to the extent theretofore unpaid; (ii) the date when amount of any compensation previously deferred by Employee becomes eligible for substantially equivalent health insurance coverage shall be paid to Employee in connection accordance with new employment or self-employmentthe terms of the applicable deferred compensation plan to the extent theretofore unpaid; or and (iii) amount that are vested benefits or that Employee is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if Employer at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal or subsequent to the COBRA premium for Resignation Date, payable in accordance with such monthplan, less applicable federalpolicy, state practice or program or contract or agreement, and local payroll taxes and the Employer shall have no other withholdings required by law, for the remainder of the COBRA Payment Periodseverance obligations with respect to Employee.

Consideration. In As express consideration of for Employee’s execution of and compliance with the terms of this Agreement, Agreement and provided that Employee signs you have not exercised your right to revoke this Agreement within seven days of its execution, Employer agrees: a. To enter into a six-month consulting agreement with you effective September 1, 2021 (the Supplemental Release form of Claims which is attached hereto as Exhibit B on or within five (5A) days of the Separation Date (the “Supplemental ReleaseConsulting Agreement”) ). The Consulting Agreement reflects consideration to be paid to you of $259,500, payable over six months, for the services and does not revoke iton the terms set forth therein and for your obligations hereunder. b. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the Company will provide last day of the month in which Employee’s employment terminates. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company’s Employee Benefits Plan in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent continuation requirements of twelve COBRA (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee amended), and her covered dependents following Employee’s separationprovided you have not exercised your right to revoke this Agreement within seven days of its execution, then the Company shall pay to health insurance provider will reimburse you for the full monthly COBRA premiums necessary to continue Employeepremium payments for you and your eligible dependents under the Company’s group medical and Employee’s covered dependents’ health insurance coverage that is in effect dental plans for Employee (and her covered dependents) as of six months following the Separation Date. The In addition, Employee may be entitled to elect to continue such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Global Industrial Company, Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such reimbursement will be made upon submission of receipts for payment. Further the parties both agree that all receipts for reimbursement must be submitted by April 30, 2022 in order to be eligible for reimbursement. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums (or those of your eligible dependents).

Consideration. In As consideration of for and subject to the Employee’s 's execution of of, non-revocation of, and compliance with this Agreement, including the Employee's waiver and provided that release of claims in Paragraph 6, the Employer agrees to provide the following benefits to which the Employee signs is not otherwise entitled: (a) Continued payment of Employee's base salary in accordance with the Supplemental Release Employer's regular payroll practices, less all relevant taxes and other withholdings, on the following basis: (i) for a period of Claims attached hereto as Exhibit B 12 months starting on or within five (5) days of the Separation first regular payroll date following the Effective Date (the “Supplemental Release”defined below) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months employee shall receive 100% of Employee’s base salary, minus twenty-four thousand dollars and zero cents ($24,000.00), which shall be deducted from the salary continuation payments made over the initial 12-month period on a pro rata basis and (ii) for a period of 10 months following the expiration of the 12-month period under Paragraph 3(a)(i), Employee shall receive 50% of Employee’s base salary. The first installment payment shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Separation Date and ending on the first payment date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement. (b) Employee shall receive additional consideration as set forth in Schedule A, subject to Employee’s timely execution of the Agreement and non-revocation of the Agreement pursuant to Paragraph 6(b)(vi). (c) On the Effective Date, each of Employee’s outstanding options to acquire shares of common stock of the Company that is unvested as of the Separation Date in shall become vested and exercisable with respect to 100% of the gross amount shares of $512,500.00common stock of the Employer subject thereto, any restrictions on such options shall fully lapse, and such options may be exercised by Employee on or before the earlier of the fifth (5th) anniversary of the Separation Date and the original expiration date of such option. Each of Employee’s outstanding options to acquire shares of common stock of the Employer that is vested and exercisable as of the Separation Date may be exercised by Employee on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option. Any of the foregoing options that Employee fails to exercise on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option will expire and be forfeited at such time without consideration. (d) On the Effective Date, each of the outstanding restricted stock units previously granted to you by the Employer that is unvested as of the Separation Date shall become vested with respect to 100% of the shares of common stock of the Employer subject to standard payroll deductions thereto and withholdings. This amount will any restrictions on such restricted stock units shall fully lapse, and all of such restricted stock units shall be paid in a single lump sum no later settled within thirty (30) days after following the Supplemental Release Effective Separation Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under less applicable withholdings, in accordance with the Consolidated Omnibus Budget Reconciliation Action provisions of 1985the Employer’s 2014 Stock Incentive Plan, as amended (“COBRA”) for and restated, and the applicable restricted stock unit agreement. Employee and her covered dependents following Employer agree that Employer shall withhold shares in an amount necessary to cover Employee’s separation, the Company tax withholding obligations. (e) Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and attorney fees, remitting to Employee’s covered dependents’ health insurance coverage that attorney, ▇▇▇▇▇▇▇▇ Law Group, a lump sum payment in the net amount of twenty-four thousand dollars and zero cents ($24,000.00) within fourteen (14) days of the Effective Date of this Agreement. Employer shall provide ▇▇▇▇▇▇▇▇ Law Group with the appropriate tax documents for this payment, as and when required by law. The twenty-four thousand dollars and zero cents ($24,000.00), is in effect full satisfaction of any claim Employee may have for attorneys’ fees or costs. (f) The Employee (understands, acknowledges, and her covered dependents) agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible consideration in exchange for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonexecuting this Agreement, including plan termination (such period from the Separation Date through general release contained in it. If Employee fails to timely execute the earlier of (i)-(iiiAgreement or revokes the Agreement pursuant to Paragraph 6(b)(vi), the “COBRA Payment Period”)Agreement shall be invalid and no consideration shall be owed or paid. Notwithstanding The Employee further acknowledges that the foregoing, if at Employee is not entitled to any time the Company determines that its additional payment of COBRA premiums on Employee’s behalf would result or consideration not specifically referenced in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreement.

Consideration. In consideration of for Employee’s execution of signing this AgreementConfidential Waiver and Release and complying with the promises made herein, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide the following payments and benefits: a. Employer will pay Employee a prorated 2011 annual bonus based on Employee’s ten months of employment in 2011. The bonus payment will be calculated in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employer’s Executive Bonus Plan and then prorated for Employee’s base salary as partial year of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions employment and withholdings. This amount will be paid without regard to any requirement under the plan that the Employee be employed on the date the bonus is paid. The bonus amount, less legally required deductions, will be paid at the same time and in a single lump sum the same form as bonus awards for other executive officers under the Executive Bonus Plan, but in no event later thirty (30) days after the Supplemental Release Effective Datethan March 15, as defined therein2012. b. Employee’s health insurance has been paid through November 15th. b COBRA. Provided that Thereafter, Employee timely elects continued will be eligible to continue his group health insurance coverage under at his own expense for up to eighteen months in accordance with the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) ). Employee will be provided with information regarding COBRA. In addition, if Employee signs and does not revoke this Confidential Waiver and Release, Employer will pay Employee a gross amount equal to Twenty-Five Thousand Sixty-Seven and 00/100 Dollars ($25,067.00), less legally required deductions, as reimbursement for Employee and her covered dependents following what it anticipates will be Employee’s separationpremiums under the plan for eighteen months, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue based on Employee’s current elections, and Employee’s covered dependents’ health insurance coverage grossed up for the estimated income taxes payable by Employee on such payment. This payment will be made in a lump sum payment within 15 days following the Effective Date of this Confidential Waiver and Release as defined in paragraph 5 below. c. Employer will vest all outstanding stock options and RSUs that is in effect for Employee (and her covered dependents) were unvested as of the Separation Date. The COBRA coverage benefit , and will be paid on a monthly basis until the earliest of: (i) twelve (12) amend all outstanding stock options to provide that such options will remain exercisable for six months after the following his Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month All shares payable upon settlement of the COBRA Payment PeriodRSUs shall be delivered (including through a certificateless book-entry issuance) within 3 business days following the Effective Date of this Confidential Waiver and Release. Unless, prior to the Effective Date of this Confidential Waiver and Release, Employee delivers a fully taxable cash payment check to Employer sufficient to satisfy required tax withholding, Employer shall withhold and cancel a number of shares having a market value equal to the COBRA premium for such month, less applicable federal, state and local payroll minimum amount of taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodto be withheld.

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to terminate the Employment Agreement, to fully release Company from any and all Claims as described below, and to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) Pay severance to Executive in the form of salary continuation for the six (6) months immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Twelve thousand three hundred and seven and 69/100 dollars ($12,307.69) per bi-weekly pay period during the Severance Period. (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive and Executive’s spouse and dependents at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that Employee signs such continued coverage shall terminate in the Supplemental Release event Executive becomes eligible for any such coverage under another employer’s plans. (iii) Pay an amount equal to Executive’s actual earned full-year bonus for 2018, pro-rated based on the number of Claims attached hereto days Executive was employed for such year on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Payment of any pro-rated bonus hereunder will be dependent upon Company’s achievement of certain financial performance goals established by the Compensation Committee for 2018 in the same manner as Exhibit B on or within five are applicable to similarly-situated executives of Company who participate in the annual bonus plan for 2018. (5iv) days of the Separation Date (the “Supplemental Release”) and does not revoke itVest, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary effective as of the Separation date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, a prorated number of the Executive’s outstanding unvested options, restricted stock, restricted stock units and other equity-based awards that would have vested based solely on the continued employment of Executive through the first applicable vesting date immediately following the Termination Date for each type of such award (e.g., options, restricted stock, etc.) equal to the number of awards of such type that would vest as of such next vesting date multiplied by a fraction, the numerator of which is the number of monthly anniversaries that have occurred, as measured from the immediately preceding vesting date of such award (or, if none, since the date of grant of such award) to the date of termination of Executive’s employment, and the denominator of which is the number of monthly anniversary dates between such immediately preceding vesting date of such award (or, if none, the date of grant of such award) and the first vesting date immediately following the Termination Date for such type of award. All of Executive’s outstanding vested stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the gross amount termination of $512,500.00Executive’s employment). Additionally, subject to standard payroll deductions the expiration of the revocation period for the Release described in Section 4(b) without Executive having elected to revoke the Release, a prorated number of Executive’s outstanding unvested performance-based restricted stock units that were granted as of May 21, 2018 and withholdingsExecutive’s outstanding unvested performance-based restricted stock units that were granted as of May 29, 2018 (collectively Executive’s “Unvested PBUs”) shall remain outstanding and be eligible to become vested and payable in accordance with the terms of such Unvested PBUs. (v) Payment of one year of outplacement services from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., limited to Twenty thousand and 00/100 Dollars ($20,000) in total. This amount outplacement services benefit will be paid forfeited if Executive does not begin using such services within ninety (90) days after the Termination Date. Subject to the foregoing and following Company’s receipt of an appropriate invoice, Company shall promptly pay ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the fees payable for outplacement services for Executive. (vi) Pay an additional Fifty thousand and 00/100 Dollars ($50,000) in a single lump sum on the first bi-weekly pay day occurring after the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release and on which it is administratively practicable to make such payment (which bi-weekly pay day cannot in any event be later than the last bi-weekly pay day occurring within the sixty (60) days after the Termination Date provided the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release as described below). (b) Notwithstanding anything else contained herein to the contrary, no later payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”); and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that Executive would not be entitled to such consideration absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Notwithstanding any other provision of this Agreement, no payments to be made under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested options, restricted stock, restricted stock units, other equity-based awards and PBUs as set forth in connection with new employment or selfSection 4(a)(iv) above) shall be made, and no benefits to be delivered under this Agreement shall be delivered, earlier than the first bi-employment; or (iii) weekly pay day occurring after the date Employee ceases upon which the revocation period for the Release described in this Section 4(b) expires without Executive having elected to revoke the Release and on which it is administratively practicable to make such payment (which bi-weekly pay day cannot in any event be later than the last bi-weekly pay day occurring within the sixty (60) days after the Termination Date provided the revocation period for the Release described in this Section 4(b) expires without Executive having elected to revoke the Release as described herein). Any payments to be eligible for COBRA continuation coverage for made prior to such bi-weekly pay day shall be accumulated and paid, and any reasonbenefits to be delivered prior to such bi-weekly pay day shall be continued at Executive’s expense with Executive to be reimbursed, on such bi-weekly pay day. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)without limitation any severance, the “COBRA Payment Period”). Notwithstanding the foregoingnotice rights, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawpayments, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes benefits and other withholdings required by lawamounts to which Executive may be entitled under the laws of any jurisdiction and/or her Employment Agreement, for the remainder and Executive agrees not to pursue or claim any of the COBRA Payment Periodsuch payments, benefits or rights. (d) Notwithstanding any other provision of this Agreement, any payments to be made to Executive after her death will be payable to Executive’s estate.

Consideration. In consideration of Employee’s execution of Subject to this TAR becoming effective and not revoked and Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with pay Executive the following severance benefits: a Severance Payment. The Company will pay Employeeconsideration and benefits to be paid to Executive under Section 7(a) of the Employment Agreement including, as severance, the equivalent (i) continued payment of Executive’s base salary (subject to applicable tax withholdings) for twelve (12) months of Employee’s base salary as of the Separation Date months, such amounts to be paid in the gross first payroll run following the Effective Date; (ii) the payment in an amount equal to the greater of $512,500.00, 100% of Executive’s Target Annual Incentive for 2018 or the actual earned annual incentive for 2018 (subject to standard payroll deductions and applicable tax withholdings. This amount ), such amounts to be paid to Executive as soon as reasonably practicable following the date on which such annual cash incentives are earned, but in no event will be paid in a single lump sum no later thirty than March 15, 2019, and (30iii) days after reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Supplemental Release Effective DateCompany’s health plans until the earlier of (A) twelve (12) months, as defined therein. b COBRA. Provided that Employee timely payable when such premiums are due (provided Executive validly elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”)), or (B) for Employee the date upon which Executive and her Executive’s eligible dependents become covered dependents following Employeeunder similar plans. Subject to this TAR becoming effective and not revoked, Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, and Executive cooperating and assisting with the transition of his duties to other members of Company management, Executive’s separationexisting Restricted Stock Units (“RSUs”) will continue to vest in accordance with the existing vesting schedules through June 30, 2019, and Executive’s existing stock options will continue to vest in accordance with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as existing vesting schedules through March 31, 2019. As of the Separation DateEffective Date all other unvested RSUs, stock options, and equity awards are forfeited and cancelled. The COBRA coverage benefit Executive will be paid on a monthly basis entitled to exercise any outstanding vested stock options until the earliest first to occur of: (i) the date that is twelve (12) months after following the Separation Effective Date; , (ii) the applicable scheduled expiration date when Employee becomes eligible for substantially equivalent health insurance coverage of such award (in connection with new employment or self-the absence of any termination of employment; ) as set forth in the award agreement, or (iii) the ten (10) year anniversary of the award’s original date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)grant. For purposes of clarity, the term “COBRA Payment Period”). Notwithstanding expiration date” shall be the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month scheduled expiration of the COBRA Payment Period, a fully taxable cash payment equal option agreement and not the period that Executive shall be entitled to the COBRA premium for exercise such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodoption.