Common use of Consideration Clause in Contracts

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(iI (a)(i) through l(a)(vii1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he she receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;Bonus, (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he she receive any 2015Executive 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (viv) EXECUTIVE shall not be entitled to nor shall he she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (viv) The COMPANY shall reimburse EXECUTIVE, no later than September October 15, 2016 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. (viivi) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he she shall not be entitled any severance payment provided under this Agreement if he she fails to return all assets and equipment provided to him for the performance of his her duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As for ExecutiveEmployee’s Final Compensation pursuant obligations to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of Walgreens under this Agreement, including the General Release, Walgreens agrees to provide Employee the payments and benefits set forth in the attached Exhibit A. Among the benefits listed in Exhibit A, and in recognition of Employee’s service and dedication to Walgreens, Employee will receive two years of base salary plus target bonus following his Retirement Date, according to the terms of the Plan, which is will be paid following Employee’s separation from service, within the eighth meaning of Section 409A of the Internal Revenue Code of 1986, as amended (8) day after the EXECUTIVE signs this Agreement “Code”). In addition, Employee will receive pro-rata vesting of the stock options, restricted stock units and performance shares awarded under the 2013 Omnibus Incentive Plan and Long-Term Performance Incentive Plan, each as amended, such that Employee shall become vested in the number of shares set forth in Exhibit A. Further, in the event of a Change in Control (as defined in the Plan) occurs prior to the Projected Termination Date as finally determined (defined in Exhibit A) (“Effective Termination Date”), Employee shall receive such additional amounts and benefits that he would have received under the COMPANY shall pay EXECUTIVE Plan and his outstanding equity awards as if he had a Termination of Employment for Good Reason during the amount Post-Change Period. (b) I understand that any payments or benefits paid or granted to me under Section 4.01 of Base Salary the Plan (other than the Accrued Obligations) represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in the Plan unless I (i) execute this Agreement, and do not revoke this Agreement within the time period permitted hereafter and (ii) execute the Affirmation and Additional Release attached hereto as of such date that has been earned through Exhibit B (the Separation Date but has “Affirmation”) on or within 21 days after the Retirement Date, and do not been paidrevoke the Affirmation within the revocation period set forth in the Affirmation. However, EXECUTIVE shall Such payments and benefits will not be entitled to nor shall he receive considered compensation for purposes of any 2016 Retention Bonus employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates. (c) In lieu of an Annual Incentive Award under Section 4(d4.01(a)(ii) of the Employment Agreement; (ii) On Plan for the Effective Date fiscal year in which his termination of this Agreementemployment occurs, the COMPANY Employee shall pay EXECUTIVE all PTO accrued but unused receive a Pro-Rata Bonus based upon hisTarget Annual Incentive Award calculated through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Termination Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Contingent upon the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date execution of this Agreement, the COMPANY Merger becoming effective, and the Executive’s continued full compliance with the terms and conditions of 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 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 Horizon Bank, as successor, shall pay EXECUTIVE all PTO accrued but unused through to the Separation Date according Executive an amount equal to State requirements$1,037,218 (the “Amount”), with all PTO less any withholdings for applicable taxes required by law. Subject to cease to accrue the foregoing, Wolverine Bank or Horizon, as of the Separation Date; (iii) The COMPANY successor, shall pay the EXECUTIVE Amount through its payroll system to the Executive in a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxeslump sum at the first regular or special payroll date after the Release at Appendix A is executed and the waiting period has passed without revocation. The bonus Notwithstanding the foregoing, the payment set forth in this subsection 2(a) will be paid 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 the first pay period following the effective such date, which is and provided further that if the eighth 60-day period spans two calendar years, payment will be made in the second calendar year (8) day after the EXECUTIVE signs this Agreement (“Effective Normal Payment Date”). (ivb) EXECUTIVE Notwithstanding the foregoing, to the extent any portion of the Amount (the “Non-Exempt Amount”) is considered to be deferred compensation that 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 the Non-Exempt Amount shall be made to Executive in a lump sum on the first day of the 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, the Executive would not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(bthe Amount at this time; and (iii) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 except as provided in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees Executive is not entitled to pay EXECUTIVE cash severance benefitsreceive any further compensation, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of payments and/or employee benefits under the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE or pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANYExecutive’s stock held employment relationship with WBKC and/or Wolverine Bank, except as contemplated by EXECUTIVE on the Separation Date may be exercised until the earlier Section 1 of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executiveconsideration of Employee’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date execution of this Agreement, which is and provided that Employee signs the eighth Supplemental Release of Claims attached hereto as Exhibit B on or within five (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount 5) days of Base Salary as of such date that has been earned through the Separation Date but has (the “Supplemental Release”) and does not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreementrevoke it, the COMPANY shall Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay EXECUTIVE all PTO accrued but unused through Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date according in the gross amount of $512,500.00, subject to State requirementsstandard 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, with all PTO 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 cease health insurance provider the full monthly COBRA premiums necessary to accrue 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; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus COBRA coverage benefit will be paid on a monthly basis until the first pay period following the effective date, which is the eighth earliest of: (8) day after the EXECUTIVE signs this Agreement i) twelve (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (612) months after the Separation Date. b. On ; (ii) the Effective 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 this Agreement(i)-(iii), the COMPANY agrees “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 EXECUTIVE Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash severance benefitspayment equal to the COBRA premium for such month, subject to all less applicable federal, state and local income payroll taxes and payroll taxesother withholdings required by law, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 for the remainder of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment AgreementCOBRA Payment Period. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s final Base Compensation and Final Compensation Bonus pursuant to the Employment Agreement, the following items described in clauses l(a)(i1(a)(i) through l(a)(vii1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Management Bonus under Section 4(d) of the Employment Agreement; (ii) On EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Effective Date of this Employment Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY EXECUTIVE shall pay not be entitled to nor shall he receive any company car under the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”).Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus equity grants under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus real estate keep whole benefit under Section 4(b) of the Employment Agreement;; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15February 28, 2016 2017 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. (vii) The COMPANY agrees to reduce b. After the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees to pay EXECUTIVE EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six twenty-four (624) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Sections Articles 7, 8, 10, and 22 9 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective DateNotice Period, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement, only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (the “Pre-Pack”). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the Notice Period Payment. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANYduties. e. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As consideration for the promises made hereincovenants set forth in Section 3, and subject to your execution and non-revocation of a Release (as defined in Section 6(b)) within the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment time limits set forth in this Agreement, the following items described Company agrees as follows: (a) In connection with the termination of your employment with the Company (irrespective of the reason for, or manner of, such termination), unless your employment is terminated due to your death or Disability, the Company, subject to the Company’s waiver right set forth in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVESection 7, shall: (i) On pay you in the effective date form of this Agreementsalary continuation, in equal installments in accordance with Section 6, during each year of the two-year period in which is the eighth covenants set forth in Section 3 are in effect, an amount equal to the highest annualized base salary paid to you at any time during the one-year period immediately preceding the termination of your employment (8) day after the EXECUTIVE signs this Agreement (hereafter referred to as your “Effective DateBase Salary”), provided that, if your employment is terminated by the COMPANY Company without Cause or by you for Good Reason within one year following the consummation of a Change of Control Transaction, then 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) you during each year of the Employment Agreementtwo-year period in which the covenants set forth in Section 3 are in effect, an amount equal 1.5 times your Base Salary; (ii) On subject to the Effective Date Company’s ability to do the same in accordance with the terms of this Agreementthe applicable program documents and applicable law, as determined by the Company in good faith, continue your eligibility and participation in the following benefit programs: (A) if you choose to enroll in continued medical and/or dental plan coverage for which you are eligible pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and you actually enroll within the applicable statutory period, the COMPANY Company shall pay EXECUTIVE all PTO accrued but unused through a portion of the Separation Date according premiums for such coverage in an amount equal to State requirementsthe amount of the premiums it paid on your behalf for coverage in such plans immediately prior to your termination of employment (which payments shall be includible in your taxable income) until the earliest to occur of (x) the date of termination of the two-year period during which the covenants set forth in Section 3 are in effect, with all PTO to (y) the date on which COBRA benefits cease to accrue as be available to you under applicable law or (z) the date on which you enroll in another medical plan (and if the payments the Company makes on your behalf under this provision cease prior to the date on which any entitlement you may have to continuation of health insurance coverage ceases under applicable law, you may continue to participate in such coverage thereafter at your expense to the Separation Date;extent provided under any applicable law); and (iiiB) The COMPANY during the entire two-year period in which the covenants set forth in Section 3 are in effect, the Company shall pay the EXECUTIVE premiums (on a semi-annual basis) for the Company-provided life insurance you elect to “Dycom Deal Assistanceport” bonus following your termination of $220,000 grossed up for taxes. The bonus will employment (and you shall be paid on able to continue any supplemental life insurance coverage at your own expense following separation from the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”Company). (ivb) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of If your employment with the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 Company is terminated by you for the EXECUTIVE’s business expenses which have been incurred but not reimbursed Good Reason or by the Separation DateCompany without Cause, subject to substantiation prior to such date by the EXECUTIVE Company shall pay you on account of each annual bonus period ending during the two-year period in which the covenants set forth in Section 3 are in effect, in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (Section 6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect an annual bonus amount equal to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier lesser of (i) the expiration date of “target” amount that you would have been eligible to receive under the original Company’s annual bonus plan for corporate non-commissioned employees (the “Option PeriodAnnual Bonus Plan”) in effect on the Termination Date, as if such annual bonus year had been completed and your particular bonus targets had been fully achieved at the “target” level (as defined under such Stock Option Award Agreements (or such comparable defined term relating opposed to the period of exercisability of the stock optionsmaximum level), or (ii) if the tenth amount achieved is less than the “target” level, the amount that is achieved, or to the extent that no bonus is achieved, no amount shall be paid; provided that, if your employment is terminated by the Company without Cause or by you for Good Reason within one year following the consummation of a Change of Control Transaction, then the foregoing subsection (10thii) anniversary provisions shall not apply and the “target” level bonus shall be paid. For purposes of applying this subsection, the bonus payment shall be applied as if you had been an employee of the Company during the entire applicable bonus year (i.e., the payment shall not be pro-rated in any manner) and any requirements of the Annual Bonus Plan that you be employed by the Company during all of the calendar year covered by the Annual Bonus Plan and/or be on the payroll as of the date of grant on which the bonus payments are actually paid out shall not apply for the purposes of the respective entitlement under this Section 5. (c) PAETEC Holding shall provide in each agreement evidencing awards of stock option. The COMPANY and EXECUTIVE agree options, stock appreciation rights, restricted stock, stock units or other equity-based awards granted to executive such other documents in connection you on or after the date of this Agreement (collectively, the “Applicable Awards”) that: (i) if your employment with the foregoingCompany is terminated by you for Good Reason or by the Company without Cause, including an amendment the Applicable Awards shall continue to vest over the entire two-year period in which the covenants set forth in Section 3 are in effect as if your employment with the Company had continued over such period (with the last day on which the covenants set forth in Section 3 are in effect being deemed to be your last day of employment with the Company for purposes of determining the expiration date of your Applicable Awards); and (A) immediately prior to the applicable Stock Option Award Agreementsconsummation of a Change of Control Transaction, as all restricted stock, stock units and similar awards that are Applicable Awards held by you shall vest and the COMPANY may determine should shares of stock subject thereto shall be executed delivered to effectuate you, and (B) 15 days prior to the foregoing provisionsscheduled consummation of a Change of Control Transaction, all stock options, stock appreciation rights and similar awards that are Applicable Awards shall become immediately exercisable and shall remain exercisable until such consummation. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under (d) Notwithstanding anything in this Agreement if he fails to return all assets the contrary, the following benefits shall cease as of the Termination Date: (i) your contributions and equipment provided contributions on your behalf to him for the performance of his duties as requested Company-sponsored Code Section 401(k) plan, and any other retirement plan maintained by the COMPANYCompany; (ii) your coverage under the Company’s short-term and long-term disability policies; and (iii) your coverage under all other benefit programs. e. EXECUTIVE acknowledges that (e) Nothing in this Section 5 or otherwise in this Agreement shall be construed to impose an obligation on the foregoing is adequate consideration for this AgreementCompany to continue your employment or retain you in any capacity after the Termination Date.

Consideration. In exchange As a material inducement to and in consideration for Employee entering into this Release, and subject to the promises made hereinterms and conditions of this Release, the Parties agree thatSeverance Plan and the Participation Agreement, the Company agrees as follows: a. As a substitute for Executive’s Final Compensation pursuant to the Employment cash severance benefit set forth in Section 2(a)(1) of the Participation Agreement, Employee shall continue to receive her current base salary for a period of 18 months, commencing on the first payroll period following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Release, subject to the terms and provisions (including the form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement for a period of up to 15 total months, subject to the terms of the Participation Agreement and the Plan. c. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled “Shares Accelerated Pursuant to Severance Plan & Participation Agreement”, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date and taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee’s stock 198183625 v3 options and equity awards to the extent shown on Exhibit A under the column entitled “Total Vested Shares as of Separation Date”, and Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. Notwithstanding the foregoing, effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the eighth (8) day after Separation Date) shall be extended to May 5, 2020, subject to earlier termination in the EXECUTIVE signs this Agreement event of a change in control or corporate transaction as set forth in the terms of the equity incentive plan under which the equity awards were granted. Employee understands and agrees that, with respect to any of Employee’s options that qualify as of immediately prior to the Separation Date as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (“Effective DateISOs”), the COMPANY shall pay EXECUTIVE amendment of Employee’s stock options to extend the amount of Base Salary as post-termination exercise period will immediately disqualify the “ISO” status of such date ISOs that has been earned through are “in the Separation Date but has not been paid. Howevermoney” (i.e., EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) have an exercise price per share less than the value of the Employment Agreement; (iiCompany’s common stock) On and, with respect to any such ISOs that are not in the Effective Date money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the amendment of her ISOs to extend the post-termination exercise period and accelerate the ISOs to the extent described in Exhibit A and Employee expressly acknowledges that Employee has consulted with her tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this AgreementSection 2(c), the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus Employee’s stock options will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on subject to the COMPANY’s regular payroll periods during the severance period terms and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions conditions of the applicable Stock Option Award Agreements governing equity plans and stock options granted to EXECUTIVE pursuant the Employment Agreement, on option grant notices and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined agreements under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionswhich they were granted. d. EXECUTIVE Employee acknowledges and agrees that he shall she is not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him eligible for the performance severance benefits described in this Section 2 in the absence of his duties as requested by the COMPANYher execution and non-revocation of this Release. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for (a) The aggregate consideration paid by the promises made hereinPurchaser 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 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 paid in accordance with Section 2.4. The remaining amount of the Renewal Commissions shall be paid in accordance with Section 2.5(d). (c) The amounts required to be paid under the Retrocession Agreement within 3 Business Days after the Closing Date together with the Renewal Commissions (collectively, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii"Purchase Price") shall be reflected on the Preliminary Cash Settlement Statement and paid or provided by the COMPANY to EXECUTIVE:in accordance with Section 2.4. (i) On As additional consideration for the effective transactions contemplated by this Agreement and the Related Documents, the Purchaser shall pay to the Seller Insurer Party an aggregate amount equal to the Applicable Renewal Percentage of the Renewal Premium Amount (the "Renewal Commission"). (i) The 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 this Agreementthe Closing exceeds $10,000,000, which is such excess Renewal Commission shall be paid by the eighth (8) day Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the EXECUTIVE signs this Agreement (“Effective Date”), end of each calendar month beginning with the COMPANY shall pay EXECUTIVE calendar month during which the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;aggregate Renewal Commissions exceed $10,000,000. (ii) On the Effective Date one year anniversary of this Agreementthe Closing, the COMPANY Purchaser shall pay EXECUTIVE all PTO accrued but unused through to the Separation Date according Seller Insurer Party $5,000,000 as a second advance, nonrefundable payment of any Renewal Commissions due to State requirements, with all PTO the Seller Insurer Party (the "Second Advance Renewal Payment"). In the event that the aggregate amount of Renewal Commissions to cease be paid by the Purchaser to accrue as the Seller Insurer Party on Renewal Contracts written during the second one-year period after the date of the Separation Date;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 the calendar month during which the aggregate Renewal Commissions exceed $5,000,000. (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) aggregate sum of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of Initial Advance Renewal Payment and the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed Second Advance Renewal Payment made by the Separation Date, Purchaser to the Seller Insurer Party is a minimum Renewal Commission and is not subject to substantiation prior to such date repayment by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policiesSeller Insurer Party for any reason. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (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 Claims by you in Paragraph 11 and the promises made hereinRelease of Age Discrimination Claim by you, set forth in Paragraph 12 of this agreement. You also agree to execute the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment AgreementGeneral Release attached as Exhibit 1 on or after March 31, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date 2014 as a material term and condition of this Agreement. This payment shall be made on the date, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) later of the Employment Agreement;expiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 1, 2014. (iib) On the Effective Date In consideration for your agreement not to compete and not to solicit employees as set forth in Paragraph 10 of this Agreement, the COMPANY Company shall pay EXECUTIVE all PTO accrued but unused through to you a payment in the Separation Date according to State requirementstotal amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000), with all PTO to cease to accrue as of (the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxesNon-Compete Payment”). The bonus 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 paid on withheld from the first pay period following Non-Compete Payments. ______________ 1 You will be eligible to continue to participate in the effective dateCompany’s plans concerning medical benefits, which is dental benefits, vision benefits, EAP, life insurance, the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (ivCompany’s pension plan, 401(k) EXECUTIVE shall not plans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and NiSource Inc. Executive Deferred Compensation Plan. For purposes of each of these plans, your termination date will be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the your Separation Date, subject and all payments under these plans will be based upon the terms and conditions of these plans. You will also remain eligible to substantiation prior participate in the Company’s 2013 Incentive Plan. Notwithstanding anything herein to such date the contrary, in the event of a breach by you of any of the EXECUTIVE provisions contained in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date Paragraph 10 of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six such breach is not otherwise cured within five (65) months business days following your receipt of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 written notice of the Employment Agreementbreach from the Company, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and you shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of immediately: (i) the expiration date be obligated to repay any portion 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 Non-Compete Payment received by you; and (ii) shall forfeit the tenth (10th) anniversary right to receive any and all remaining installments of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsNon-Compete Payment. d. EXECUTIVE acknowledges (c) In addition, you will continue to receive financial and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for tax planning services through Ayco at the performance of his duties as requested by the COMPANYCompany’s expense through March 31, 2016. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange full consideration for the promises made herein, the Parties agree that: a. As for Executive relinquishing his rights to future employment and cancellation of Executive’s Final Compensation pursuant to rights under the Employment Agreement, including his resignation as an officer and director of the following items described in clauses l(a)(i) through l(a)(vii) shall be paid Company, and as a material inducement for signing this Agreement, CTN will pay or provided by provide to Executive the COMPANY to EXECUTIVE: following: (i) On conditioned upon Executive’s delivery to Holdings of the effective Repurchase Agreement referred to in paragraph 3(b) herein below, Executive shall receive, on the closing date of this Agreementthe sale of MPM pursuant to the terms and conditions of that certain Stock Purchase Agreement between CTN and MPM Acquisition, which is Inc. (the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Termination Date”), the COMPANY shall pay EXECUTIVE the amount of (A) any earned by unpaid Base Salary for periods prior to the 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 date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE payment shall not cease or be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of reduced in the Employment Agreement; event Executive accepts other employment; and (ii) On CTN shall provide to Executive and his dependents COBRA coverage under the Effective Date of this AgreementCTN health plan, the COMPANY at CTN’s expense, provided, that CTN shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to only maintain such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised insurance coverage until the earlier of (i) 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)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. (iib) Pursuant to that certain Equity Purchase Agreement, dated as of July 30, 2000, between Executive, CTN and Holdings, the tenth (10th) anniversary Executive received a total of 58.33 Class B Management Units in Holdings, all of which remain unvested as of the date of grant hereof (the “Units”). The Units shall be repurchased, as of the respective stock optionTermination Date, by Holdings. The COMPANY and EXECUTIVE agree Upon Holdings’ receipt of a 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 Executive as payment in full for the Units. Upon their repurchase, such other documents in connection with the foregoing, including an amendment Units shall be returned to the applicable Stock Option Award AgreementsPool (as defined in the Fifth Amended and Restated Limited Liability Company Agreement of Holdings, dated as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges of April 5, 2001). Executive represents and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges warrants that the foregoing is adequate consideration for this AgreementUnits are owned by Executive free and clear of all liens, claims or encumbrances.

Consideration. In exchange for The Company agrees to provide Employee the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation severance pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) 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 base salary, for a total of One Hundred Seventy Nine Dollars (ii$179,000), less applicable withholdings. This payment will be made to Employee within ten (10) On business days after the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE but in all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus cases will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for March 15 of the EXECUTIVE’s business expenses which have been incurred but not reimbursed year following the Termination Date (assuming this Agreement becomes effective by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY date). Company further agrees to reduce the Restrictive Covenant period reimburse Employee for COBRA coverage for Employee and his or her covered dependents from one (1) year to six (6) months after the Separation Date. b. On 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 Employee timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of 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 agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six Company within five (65) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary business days of the date Employee and his or her covered dependents are covered by similar plans of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsEmployee’s new employer. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made hereinyour releases, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreementpromises, the following items described and representations in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall Company agrees that if you (i) sign, and do not revoke, this Agreement within the Revocation Period (as defined below); and (ii) comply with restrictive covenants set forth in this Agreement, the Company will provide you, subject to Section 10, with the following (the “Severance Benefits”), which you acknowledge is more than you would be entitled to receive if you did not sign this Agreement: ▇. ▇▇▇▇▇▇▇▇▇ pay EXECUTIVE all PTO accrued in a total amount equal to twenty-four (24) weeks of your current base salary with the Company, minus any applicable taxes and withholdings and other amounts required by law to be withheld, payable in accordance with the Company’s regular payroll practices over a twenty-four (24) week period (the “Severance Period”), beginning on the first payroll date that follows the expiration of the Revocation Period but unused through in any event no later than sixty (60) days after the Separation Date according (it being understood that payments shall not commence until after the expiration of the Revocation Period and that the first payment shall include all payments that would otherwise have been made after the Separation Date); B. provided that you elect, and to State requirementsthe extent that you are and remain eligible for, with all PTO to cease to accrue continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the Company’s group health plan, payment of that part of the COBRA premiums for such continued coverage of you (and, if applicable as of the Separation Date; (iii, your dependents) The COMPANY shall that exceeds the amount that you would pay for such coverage if you were an active employee of the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid Company, starting on the first pay period day following the effective date, date on which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus your coverage under Section 4(b) that plan as an employee of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10Company ends, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin ending on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) the expiration date as of the original “Option Period” as defined under which twenty-four (24) weeks of such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), subsidized COBRA premiums have been paid; or (ii) the tenth (10th) anniversary date on which your right to continuation coverage under COBRA ends. You agree and acknowledge that for so long as you are covered by COBRA and receiving severance pay under Section 4(A), the amount that you would pay for coverage under the Company’s group health plan if you were an active employee of the date of grant of Company shall be deducted from such severance payments, and that this coverage under the respective stock optionCompany’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. The COMPANY You further agree and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees understand that he this Section 4(B) shall not be entitled any severance payment provided limit such plan’s obligation to provide continuation coverage under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.COBRA; and

Consideration. In exchange for Effective upon the promises made hereinexpiration of 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 such revocation period (such expiration date, the Parties agree that: a. As for Executive’s Final Compensation pursuant to “Effective Date”) and provided that Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Employment Agreement or Section 10 below (such sections collectively, and together with Section 15 and Sections 16(a) through (e) of the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective DateSurviving Terms”), the COMPANY shall Company agrees to: (a) pay EXECUTIVE the to Duerden a lump sum amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled equal to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement$70,833; (iib) On the Effective Date pay to Duerden a lump sum amount equal to $850,000, which amount equals one year of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue Duerden’s base salary in effect as of the Separation Date; (iiic) The COMPANY shall pay the EXECUTIVE to Duerden a “Dycom Deal Assistance” bonus of lump sum amount equal to $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date850,000, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled amount equals Duerden’s annual incentive compensation equal to nor shall he receive any 2015Executive Management Bonus under Section 4(b) 100% of Duerden’s base salary as of the Employment AgreementSeparation Date; (vd) EXECUTIVE shall not be entitled accelerate the vesting and exercisability, to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) the Effective Date, of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEunvested options to purchase Company common stock and the unvested restricted stock awards listed on Exhibit A hereto, no later than September 15, 2016 which would have vested and become exercisable had Duerden remained employed 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) 12 months after the Separation Date. b. On the Effective Date of . Except as provided in this AgreementSection 1(d), the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state stock options and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 restricted stock awards that are unvested as of the Employment Agreement, Separation Date shall be terminated and cancelled as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Separation Date, and Duerden shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options have no further rights with respect to such awards; and (e) pay the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised employer portion of premiums for group health insurance coverage until the earlier of (i) 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)February 28, 2011 or (ii) the tenth date that Duerden and his dependents are no longer eligible for COBRA continuation coverage, provided, that Duerden (10thand/or Duerden’s covered dependents) anniversary 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 annual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, all vested and exercisable stock options held by Duerden as of the Separation Date 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 grant Duerden’s separation from service with the Company within the meaning of Section 409A(a)(2)(A)(i) of the respective stock optionCode. The COMPANY and EXECUTIVE agree to executive such other documents Notwithstanding anything in connection with the foregoing, including an amendment this Agreement or elsewhere to the applicable Stock Option Award Agreementscontrary, as Duerden shall have no duties or responsibilities after the COMPANY may determine should be executed to effectuate Separation Date that are inconsistent with his having a “separation from service” on the foregoing provisionsSeparation Date. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant Subject to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date other provisions of this Agreement, as consideration for this Agreement, USANA agrees to the following: (a) Subject to the other provisions in this Agreement, including without limitation this Section and Section 9, USANA shall continue your Employment as Strategic Advisor commencing on the Effective Date and ending on the Separation Date (as defined below) (the “Employment Period”); (b) USANA shall pay the sum of $31,692.30 per pay period (bi-weekly), less applicable taxes and withholdings, on its normal payroll cycle during the Employment Period starting on the pay period following the Effective Date. You will remain eligible to receive any bonus payout (if and when approved by the Compensation Committee of the Board of Directors) under the 2025 executive bonus plan, less applicable taxes and withholdings, unless the Employment Period is terminated pursuant to Section 9 of this Agreement. You will not be eligible to participate in the 2026 executive bonus plan; (c) During the Employment Period, USANA shall continue to provide you with the employment benefits offered to similarly situated employees of the Company excluding Paid Vacation and Sick Leave; Any accrued and unused vacation as of 01-07-2026 will be paid and included in the final payment due according to this Transition Agreement. (d) All equity awards previously issued to you which is have not vested as of the eighth Separation Date will be cancelled; (8) day after the EXECUTIVE signs this e) You will continue to conduct yourself in a professional manner and comply with all requirements set forth in all USANA policies and procedures; (f) As set forth below in Section 3 and Exhibit A, Separation and Release Agreement (“Effective the Release Agreement”), you will receive three (3) annual payments of $500,000 each, payable on 1/1/2027, 1/1/2028, and 1/1/2029 respectively, less applicable deductions and withholdings for state and federal taxes, provided you that you comply with your obligations under this Agreement and Release Agreement and you timely execute the Release Agreement in accordance with Section 3 and do not rescind or revoke the Release Agreement. Subject to the conditions of this agreement, you will also be entitled to eighteen (18) months (up until June 30, 2028) of continued medical insurance coverage and dental insurance coverage after your Separation Date under the federal law known as COBRA), and related benefits, after the Separation Date and as set forth in the Release Agreement once it is signed by both parties and becomes effective (as defined below). USANA’s requirement to pay you the consideration outlined in this Section 2(f), Section 3, and Exhibit A is contingent upon you continuing to serve as legal representative for BabyCare, Ltd. in China until USANA is able to lawfully remove you from this role with applicable Chinese regulatory authorities. (g) So long as you fulfill the conditions set forth in this Agreement, the Company shall execute and comply with the terms of the Release Agreement following the Separation Date. If you violate or breach any obligations or continuing obligations to the Company as outlined in this Agreement, USANA shall be relieved of further payments and performance hereunder. The Employment Period will end upon the earlier of your breach of this Agreement, or December 31, 2026 (the “Separation Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date . You acknowledge that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall you would not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of continued employment as Strategic Advisor, severance or the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued other benefits as outlined herein but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled and that such consideration is in addition to nor shall he receive any 2015Executive Management Bonus under Section 4(b) benefits or compensation owed to you by USANA. Under this Agreement and as an employee of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall USANA you continue to be paid on subject to the COMPANY’s regular payroll periods during the severance period policies, provisions, terms and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions conditions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on employee handbook and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such all other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsUSANA policies. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. a. In exchange for Employee timely signing and returning the promises made hereinAgreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreementrelease of claims in Section 5 below, the Company will provide Employee with the following items described amounts and benefits (the “Release Consideration”): i. The equivalent of twelve (12) months of Employee’s base salary in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue effect as of the Separation Date plus a pro-rated annual bonus for 2023 paid at target in proportion to the percentage of the year in which Employee was employed by the Company, less applicable taxes, withholdings and deductions (the “Cash Severance Payment”), to 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 timely elects group health plan continuation coverage under COBRA, upon Employee’s submission to the Company of evidence of Employee’s and Employee’s dependents, if applicable, enrollment in COBRA, the Company will pay a portion of the Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA directly to the insurer or COBRA administrator, as applicable, until the earliest of: (A) the date that is twelve (12) months following the Separation Date; , (iiiB) The COMPANY shall pay the EXECUTIVE date on which Employee and Employee’s eligible dependents, if applicable, become covered by the group health plan of a subsequent employer and (C) the expiration of Employee’s eligibility for continuation coverage under COBRA (the earliest of clauses (A), (B), and (C) the “Dycom Deal Assistance” bonus of $220,000 grossed up for taxesCOBRA Payment Period”). The bonus amount of this portion will be paid 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 first pay Separation Date. The period following of continued benefits under this paragraph shall run concurrently with (and shall count against) the effective dateCompany’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, which is if at any time the eighth Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits above without potentially incurring financial costs or penalties under applicable law (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under including, without limitation, Section 4(b) 2716 of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) Public Health Service Act), then in lieu thereof, the Company will pay Employee on the last day of each remaining month of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVECOBRA Payment Period a fully taxable cash payment equal to the monthly portion of the premium cost for group medical, no later than September 15, 2016 for vision and dental coverage as was borne by the EXECUTIVE’s business expenses which have been incurred but not reimbursed Company under the level of coverage selected by Employee and in effect on the Separation Date, subject to substantiation applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On or on the Effective Date of this Agreement, shall be paid in a single lump sum on the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and first regularly scheduled payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 date of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after 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 continuation 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 paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised exercisable until the earlier of (i) June 30, 2024 and the original expiration date of the original “Option Period” as defined under Stock Option, subject to the Company’s ability to terminate such Stock Option Award Agreements (earlier in the event of a corporate transaction or such comparable defined term relating 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 exercisability any Stock Option that is an “incentive stock option” within the meaning of Section 422 of the stock optionsInternal 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”), or (ii) Employee shall not be required to repay the tenth (10th) anniversary of Sign-On Bonus Advance provided for in the date of grant of the respective stock optionOffer Letter. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoingEmployee understands, including an amendment to the applicable Stock Option Award Agreementsacknowledges, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be these benefits exceed what Employee is otherwise entitled any severance payment provided under this Agreement if he fails to return all assets receive upon Employee’s separation from employment with the Company, and equipment provided to him are being given as consideration in exchange for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for executing this Agreement, including the general release contained herein.

Consideration. In exchange 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 promises made covenants and release herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall that such payments would not be paid or provided by Employer in the COMPANY to EXECUTIVE: (i) On the effective date absence of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of and that such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is payments constitute adequate consideration for the covenants, waiver and release set forth in this Agreement. All consideration shall be less appropriate taxes, deductions, and withholdings.

Consideration. In exchange for consideration of Employee's decision to enter into this Agreement, K-C will provide Employee with the promises made herein, the Parties agree thatfollowing along with other good and valuable consideration: a. As for Executive’s Final Compensation (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 Employment Agreementterms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Severance Pay Plan, in the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE:specific amount of $2,296,823.00. (ic) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus Employee will be paid on a prorated portion of any year 2012 award Employee would otherwise be provided under the first pay period following terms of the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement Executive Office Achievement Award Program (“Effective DateEOAAP”). Any award provided to Employee under EOAAP will be prorated and paid according to the terms of the EOAAP program. (ivd) EXECUTIVE shall not Employee will be entitled to nor shall he offered COBRA medical continuation coverage under Employee's current medical plan or as otherwise provided by law and will receive any 2015Executive Management Bonus under Section 4(beighteen (18) months of such coverage without payment of the Employment Agreement; applicable premium if Employee elects coverage; provided that such coverage will cease if during that 18-month period Employee obtains coverage through another employer. If Employee is eligible for COBRA medical coverage beyond eighteen (v18) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of months, Employee must pay the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 applicable premiums for the EXECUTIVE’s business expenses which have been incurred but not reimbursed further coverage as provided by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policieslaw. (viie) The COMPANY agrees 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 reduce the Restrictive Covenant period from one (1) year to six (6) participation in this program. Such program must commence not later than eight months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant 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 respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment month following Employee's separation from K-C. Tax withholdings may be applied to the applicable Stock Option Award Agreements, above payments as determined by K-C in its sole discretion. Employee is fully responsible for the COMPANY may determine should be executed payment of all taxes and K-C makes no representation as to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled tax treatment of any severance payment provided consideration under this Agreement. All above payments will be made as soon as administratively feasible after the last date of Employee's employment or the date this Agreement if he fails to return all assets becomes final and equipment provided to him for the performance of his duties as requested by the COMPANYbinding whichever is later. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: Provided that you (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs comply with your obligations under this Agreement (“Effective Date”)including Paragraphs 6, 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. However14 and 16, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; and (ii) On the Effective Date of timely sign and return this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through Company will provide you with the following “Consideration”: i. The Company will contract with you as a Consultant immediately from your employment Separation Date according (so there is no separation from service on said date and your existing equity awards continue to State requirementsvest) through June 1, 2025 (“Consultant Period”) in accordance with all PTO the terms set forth in the Consultant Agreement, attached to cease this Agreement as “Attachment A”; ii. The Company will also pay you 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 accrue 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 of 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 requirements of such plans and applicable laws) from this payment for a total of twelve (12) months. For the avoidance of doubt, to the extent you elect COBRA continuation coverage, you will be responsible for timely making all payments for such coverage; and (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) Compensation Committee of the Employment Agreement; (v) EXECUTIVE Company’s Board of Directors shall not be entitled extend the time for you to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing exercise your vested stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (ia) the one year anniversary of your Separation Date and (b) the maximum 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 (ii) the tenth (10th) anniversary of the date of grant of the respective 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 and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE Company acknowledges and agrees that he shall not you remain eligible to vest any equity awards scheduled to be entitled any severance payment provided under vested during your Consultant Period. b. Provided that you timely execute this Agreement if he fails as referenced in Paragraph 2(a), and provided that you timely execute the Supplemental Release Agreement attached as “Attachment B” to return all assets this Agreement after the Consultant Period but within the time period set forth therein, and equipment provided 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 ($10,000) for which it will issue a Form 1099. The Company will make this payment to him for you within twenty (20) calendar days following the performance expiration of his duties as requested by the COMPANYrevocation period set forth therein. e. EXECUTIVE acknowledges ii. The Company shall forgive your obligation to repay to the Company the Relocation Stipend pursuant to Paragraph 5 of that certain Executive Employment Agreement, dated as of February 5, 2024, between you and the foregoing is adequate consideration for this AgreementCompany.

Consideration. In exchange consideration for signing and delivering to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the letter from Employee in the form attached hereto as Exhibit "A" and this Agreement and General Release (and not revoking such Agreement and General Release) and in compliance with the promises made herein, Employer agrees to provide Employee the Parties agree thatfollowing within ten (10) business days after the revocation period described in Section 4 of this Agreement expires: a. As for Executive’s Final Compensation pursuant A lump sum severance payment to the Employment Agreement, the following items described Employee in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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 $262,500.00, less lawful deductions. This amount includes payment for any accrued but has not been paidunused vacation or other time off. HoweverThis payment shall be considered settlement of, EXECUTIVE inter alia, Employee wage claims but shall not be entitled to nor shall he receive any 2016 Retention Bonus considered compensation for purposes of Employer's 401(k) plan; and b. Employee's health insurance benefits will continue until NOVEMBER 30, 2004. Thereafter, upon electing continuation coverage (COBRA) under Section 4(d) the Employer's group medical and dental plans and by paying the applicable employee contribution (at active employee rates, with Employer subsidizing the remainder of the Employment Agreement; applicable COBRA rate), Employee will participate in Employer's group health and dental programs for a period of one month (ii) On the Effective Date of this Agreementi.e., the COMPANY through December 31, 2004), or until Employee obtains comparable coverage, whichever is earlier. Thereafter, Employee shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus continue such coverage under Section 4(b) COBRA, at his or her own expense and being responsible for the entire applicable COBRA premium for the remainder of the Employment Agreement; (v) EXECUTIVE applicable COBRA period. Employee agrees that if she should replace the health benefits provided hereunder, she shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) notify Employer that the coverage has been replaced within ten days of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to obtaining such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementnew coverage. c. Notwithstanding any contrary provisions Recognizing that Employer has determined that it has cause to terminate the employment of Employee, the applicable Stock Option Award Agreements governing stock options granted Employer agrees to EXECUTIVE pursuant characterize the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held separation of Employee's employment as a voluntary resignation by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsEmployee. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange Employee acknowledge that (a) the release of claims by the Company set forth in Section 7 of this Agreement and in Appendix B to this Agreement (the “Company Release”), and the vesting of Unvested RSUs, exceeds that to which Employee would otherwise be entitled upon termination of employment under any contract between Employee and the Company or the normal operation of the Company’s benefit plans, policies, and/or practices; (b) the release of claims by the Company set forth in Section 7 of this Agreement and the vesting of 19,000 Unvested RSUs is adequate consideration for Employee’s promises set forth in this Agreement, including the release set forth in Section 4 of this Agreement; and (c) the release of claims by the Company set forth in Appendix B to this Agreement and the vesting of 540 Unvested RSUs is adequate consideration for Employee’s release set forth in Appendix A of this Agreement. The Company acknowledges that the release of claims by Employee set forth in Appendix A to this Agreement is adequate consideration for the promises made hereinCompany’s release set forth in Appendix B of this Agreement. Irrespective of whether Employee signs this Agreement, the Parties agree that: a. As for Executive’s Final Compensation Employee will retain any rights Employee may otherwise have to medical, dental, and vision benefits continuation coverage pursuant to the Employment AgreementConsolidated Omnibus Budget Reconciliation Act of 1986, the following items described as amended, or other applicable law (which rights will be explained in clauses l(a)(i) through l(a)(vii) shall greater detail in a separate notice provided to Employee), and will be paid or provided by all compensation and benefits earned through the COMPANY to EXECUTIVESeparation Date, as follows: (ia) On the effective date of this Agreement, which is the eighth (8) 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 accrued but yet unpaid base salary earned through the Separation Date but has not been paid. However, EXECUTIVE shall not will be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of paid on the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of first payroll date following the Separation Date; (iiib) The COMPANY shall pay any unused vacation accrued through the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Separation Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (vc) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s reasonable business expenses which have been incurred incurred, but not reimbursed by paid prior to, the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. Date will be reimbursed within forty-five (vii45) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months days after the Separation Date.; and b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6d) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 any accrued but unpaid Tax Equalization Policy obligations of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to Company will be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementaccordance with such policy. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 4.1 Minimum Work Program Commitment and Maximum Carry Amount As Consideration for the promises transfer of the Participating Interest hereunder, Farmee agrees to perform or cause to be performed the following obligations: A. Farmee agrees to pay Farmor the amount of US$8,000,000.00 in cash, representing payment for a portion of Farmor’s exploration costs incurred prior to the date hereof, no later than ten (10) days following satisfaction or waiver of the Farm-In Conditions (the “Initial Payment”). The Parties agree and acknowledge that Farmor’s total exploration costs to date are approximately US$11,000,000.00, so that an estimated US$3,000,000.00 in exploration costs will remain outstanding and be recoverable by Farmor in accordance with the Contract. Such remaining sunk costs of Farmor shall be reimbursed on a pro-rata basis after approval of any Overall Development Program and reimbursement of any higher priority costs and expenses as required in accordance with the Contract. B. As partial consideration for the Assignment to be made hereinunder this Agreement, Farmor’s retained Participating Interest shall be a carried interest for which Farmee shall be wholly responsible to fund all costs until Farmee has spent an aggregate of US $30,000,000.00 (the “Maximum Carry Amount”) on Exploration Operations or until the commencement of Development Operations, whichever occurs earlier; provided, however, Farmee shall continue to carry Farmor’s retained Participating Interest with respect to any areas inside the Contract Area which are outside of the areas covered by one or more approved Overall Development Programs up to the Maximum Carry Amount in aggregate. Farmor hereby agrees and acknowledges that any decision to spend amounts exceeding the Minimum Work Commitment amounts and up to the Maximum Carry Amount shall be in Farmee’s sole discretion, subject to any AFE procedures that may be agreed upon in the JOA. For the avoidance of doubt, Farmee’s expenditure of any amounts up to the Maximum Carry Amount shall not dilute Farmor’s Participating Interest in the Contract. C. Farmee agrees that it shall expend a minimum of US $6,000,000.00 in qualified Exploration Operations for the 2009 calendar year (the “2009 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount. Farmee agrees to spend in excess of the 2009 Minimum Work Commitment if necessary to obtain an extension of the Exploration Period under the Contract in satisfaction of one of the Farm-In Conditions. Notwithstanding the foregoing, in no event shall Farmee’s obligation to pay the 2009 Minimum Work Commitment exceed US $8,000,000.00, unless Farmee otherwise agrees in writing. The Parties shall use their commercially reasonable efforts to submit a Work Program for 2009 that includes the matters set forth on Exhibit G attached hereto, it being understood that the final 2009 Work Program is subject to CUCBM approval. D. If the Parties mutually agree to proceed with a request to extend Exploration Operations for the 2010 calendar year or they submit an Overall Development Program application for a portion for the Contract Area, then, subject to Government approval of the 2010 Work Program, Farmee agrees that it shall expend a minimum of US $12,000,000.00 in qualified Exploration Operations for the 2010 calendar year (the “2010 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount; provided, however, if Farmor is required to submit a budget exceeding the 2009 Minimum Work Commitment amount in order to satisfy the Farm-In Condition in Article 3.1.E, then the 2010 Minimum Work Commitment shall be reduced on a dollar for dollar basis for every amount over US $6,000,000.00 stated in the budget and expended in 2009 by Farmee. In addition to the foregoing, Farmor in its discretion may agree to a reduction of the 2010 Minimum Work Commitment as it deems reasonably appropriate. E. Subject to Farmor’s Opt Out Options, upon Farmee’s total aggregate expenditure of the Maximum Carry Amount, the Parties agree that:shall bear further expenditures equally in proportion to their Participating Interest share. a. As F. Notwithstanding the foregoing, Farmee’s obligation to carry Farmor’s Participating Interest share of costs to complete the Work Program for Executive’s Final Compensation pursuant to the Employment Agreement, 2010 calendar year is conditioned upon the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by satisfaction of all of the COMPANY to EXECUTIVEfollowing: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) Completion of the Employment AgreementWork Program for 2009 to Farmee’s reasonable satisfaction; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as The Parties’ joint development of the Separation Date;Work Program for the 2010 calendar year and submission to the Joint Management Committee for approval, in accordance with the Contract; and (iii) The COMPANY shall pay Parties’ joint submission to the EXECUTIVE Government of a “Dycom Deal Assistance” bonus of $220,000 grossed up request for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) extension of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) Exploration Period, for an additional period of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from at least one (1) year to six (6) months after from expiration of the Separation Dateoriginal Exploration Period, and the approval thereof. b. On G. Notwithstanding Farmee’s obligation to carry Farmor up to the Effective Date of this AgreementMaximum Carry Amount, the COMPANY Farmor agrees to pay EXECUTIVE cash severance benefits, subject the costs associated with the contract to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, drill FCC-QN 02H well in effect as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant this Agreement is executed. Such costs shall be recoverable by Farmor pursuant to the terms of the respective stock option. The COMPANY and EXECUTIVE agree Contract, in addition to executive such its other documents sunk costs which are not reimbursed by Farmee in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsaccordance herewith. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for (a) The Company agrees to continue to pay Employee his base salary in effect on the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant date prior to the Employment Agreement, Resignation Date (at the following items described in clauses l(a)(irate of $197,000 per year) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: July 31, 1999 (i) On the effective date "Salary Continuation"). In addition, within 14 days of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall Company will pay EXECUTIVE to Employee the additional gross amount of $25,000 (minus lawful deductions) representing any and all PTO accrued but unused through the Separation Date according vacation pay due to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxesEmployee. The bonus Salary Continuation will be paid on the first Company's regular pay period following the effective datedays, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEminus all lawful deductions, no later than September 15, 2016 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 policiesCompany's standard practices for payment of salary. The Company agrees that at Employee's written request received on or after March 20, 1999, The Company will pay to Employee the remainder of the Salary Continuation due in a lump sum payment, minus all lawful deductions, to be made within 15 days of the date of receipt of such written request. In the event of Employee's death, any payments due under this Section 2(a) shall be paid to Employee's estate. (viib) The COMPANY Company agrees to reduce pay the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On premiums for Employee's COBRA health insurance coverage beginning on the Effective Date of this Agreement. In addition, the COMPANY agrees Company will continue to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state the premiums for Employee's group life and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin dental insurance on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and same terms as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect such are provided to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised Company's senior executives. The Company's payment of such premiums described in this Section 2(b) will continue until the earlier of of: (i) 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)July 31, 1999, or (ii) the tenth date on which Employee's right to continuation coverage terminates under COBRA. (10thc) anniversary Through July 31, 1999, the Company will pay to Employee, in addition to the Salary Continuation, the gross amount of $617.00 per month which is equal to the amount of the date of grant of current monthly lease payments and reasonable automobile insurance payments on the respective stock option. The COMPANY 1998 Lincoln Navigator, originally leased by the Company which lease has been assigned to Employee, and EXECUTIVE agree to executive such other documents an additional amount, calculated by the Company in connection with the foregoingits reasonable discretion, including an amendment substantially equal to the applicable Stock Option Award Agreementsincreased income tax payable by Employee due to such payments for the car lease. Also, as through July 31, 1999, the COMPANY may determine should be executed to effectuate Company will reimburse Employee for any reasonable automobile maintenance expenses not covered by warranty and for a monthly fee in the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment amount of $400 for the cellular phone currently provided to him by the Company. Employee will provide monthly expense requests to the Company with appropriate supporting documentation for such reimbursable expenses. (d) For a period of up to six months following the Resignation Date, the Company agrees to furnish Employee with outplacement assistance, including use of an office, phone, fax, copier and secretarial assistance, through a mutually acceptable outplacement firm, the total cost to the Company not to exceed $2,000 per month; the invoices for which shall be submitted directly to the Company by such outplacement firm. (e) Except as provided in this Agreement, Employee is not entitled to any pay or benefits from the Company after the Resignation Date. The parties acknowledge that this Agreement provides to Employee payments and benefits to which Employee is not otherwise entitled. (f) The Company agrees to pay the premium on the term life insurance policy currently provided to Employee through May 22, 1999 and will pay on Employee's behalf or reimburse Employee for the performance of his duties as requested by the COMPANYpro-rata premium to continue such policy through July 31, 1999. The premium on such policy is $1,245.00 per year. The Company will not object to Employee continuing to carry such policy after July 31, 1999. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the Employee’s execution and non-revocation of this Agreement and the covenants and promises made contained herein, the Parties agree thatCompany shall provide to Employee, or in the event of his death, to Employee’s estate or legal representative, the following consideration (the “Consideration”), to which Employee acknowledges he is not otherwise entitled: a. As for Executive(a) the Company and Employee agree that Employee’s Final Compensation pursuant to resignation and termination of employment is a “termination without Cause” under the Employment Agreement, thereby entitling Employee to the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (i) On for the effective date duration of this Agreementthe Severance Period, bi-weekly payments of $17,692.31, which is payments shall be made in accordance with the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment AgreementCompany’s customary payroll practices; (ii) On a pro-rated amount of any annual bonus to which Employee would be entitled for 2004 as previously established by the Effective Date Compensation Committee subject to the Company achieving certain financial targets previously established by the Compensation Committee for 2004, which shall be paid at the earlier of this Agreement(1) the date it would have been due if Employee was not terminated, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as or (2) upon completion of the Separation DateSeverance Period; (iii) The COMPANY reimbursement for any COBRA payments actually incurred by Employee during the Severance Period, payable in accordance with the regular expense reimbursement procedures for executives of the Company. Employee shall pay report COBRA payments actually incurred by Employee by delivering to the EXECUTIVE a “Dycom Deal Assistance” bonus Company an expense reimbursement report in the form attached as Exhibit B hereto, accompanied by evidence of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”).payment thereof; (iv) EXECUTIVE for such time period during the Severance Period after which Employee may not participate in COBRA coverage, reimbursement for any payments actually incurred by Employee for health and dental insurance, not to exceed the maximum monthly COBRA reimbursement provided in clause (iii) immediately above. Such reimbursement shall not be entitled paid monthly upon delivery by Employee to nor shall he receive any 2015Executive Management Bonus under Section 4(b) the Company of an expense reimbursement report in the Employment Agreementform attached hereto as Exhibit “B”, accompanied by evidence of payment thereof; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus the Company’s continuing obligations under Section 4(bthe Option Agreements (as defined herein) set forth in paragraph 3 of the Employment this Agreement;; and (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 reimbursement for the EXECUTIVEcost of Employee’s business expenses which have been incurred but not reimbursed by full medical examination at the Separation C▇▇▇▇▇ Clinic in Dallas, Texas, provided that such medical examination was completed before the Termination Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (viib) The COMPANY agrees the Company shall provide Employee with the general release and covenant not to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date s▇▇ contained in paragraph 5 of this Agreement. The Consideration, both in the COMPANY agrees to pay EXECUTIVE cash severance benefitsaggregate and individually, subject to shall be in full satisfaction of all applicable federalunpaid or outstanding obligations due Employee as a consequence of his employment with the Company, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of including under the Employment Agreement, as well as other provisions through the Termination Date. The amount of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue Consideration to be paid on the COMPANY’s regular payroll periods during the severance period and to Employee pursuant to this paragraph 2 shall be net of any applicable withholding taxes as specified provided in the Employment Agreement. c. Notwithstanding any contrary provisions paragraph 4 of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In Pursuant to the terms of this Agreement and the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and the promises made hereinReaffirmation, the Parties agree that: a. As for 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 (a) Executive’s Final Compensation pursuant employment with the Company has not been terminated prior to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) as a result of the Employment Agreement; voluntary termination by Executive without Good Reason (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified defined in the Employment Agreement. c. Notwithstanding any contrary provisions of ) or involuntary termination by the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant Company for Cause (as defined in the Employment Agreement), on (b) both this Agreement and following the Effective DateReaffirmation are timely signed by Executive, any outstanding stock options with respect returned to the COMPANY’s stock held Company, and not revoked as set forth in Section 14 of this Agreement and Section 9 of the Reaffirmation, (c) the Advisory Agreement is signed by EXECUTIVE on Executive at the Separation Date may be exercised same time this Agreement is signed by Executive, (d) Executive notifies the Company in writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, that Executive has timely and properly elected healthcare insurance continuation coverage under COBRA, and (e) Executive remains eligible for such coverage under COBRA, then the Company shall pay the full monthly premium directly to the COBRA administrator for Executive to continue healthcare insurance coverage under COBRA (the “COBRA Payments”) until the earlier of of: (i) eighteen (18) months following 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 Separation Date; and (ii) the tenth (10th) anniversary of date Executive is no longer eligible to receive COBRA continuation coverage. During the date of grant of period in which the respective stock optionCompany is providing the COBRA Payments, Executive shall immediately notify the Company in writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, if Executive cancels COBRA continuation coverage or is no longer eligible to receive COBRA continuation coverage. The COMPANY and EXECUTIVE agree to executive such other documents COBRA Payments are hereinafter referred in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, this Agreement as the COMPANY may determine should be executed to effectuate the foregoing provisions“Consideration. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.”

Consideration. In exchange for 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 promises made herein, Reaffirmation at the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment end of this Agreement, the Company shall (on behalf of the Releasees) provide you with the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEafter your termination of employment: (i) On Payment of an amount equal to twelve (12) times your monthly base salary (the effective date “Separation Payment”), provided you have not secured another position with the Company. The Separation Payment shall be paid to you in bi-weekly payments, beginning on the first full payroll period after the termination of your employment or the expiration of the revocation period set forth in paragraph 15 of this Agreement, which whichever is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount later. Payments of Base Salary as of such date that has been earned through the Separation Date but has not been paidPayment 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. However, EXECUTIVE shall not Payments will be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;reported on a tax form W-2. (ii) On In the Effective Date event 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 this Agreementyour employment, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirementsposition that you held, with all PTO to cease to accrue your job location, and your compensation as of the Separation Date;, and will confirm that it is Company policy to provide only such information. (iii) The COMPANY shall Company will pay you a lump sum amount equal to the EXECUTIVE a “Dycom Deal Assistance” bonus difference between the COBRA coverage premium for the same type of $220,000 grossed up medical, dental and vision coverage (single, family or other) in which you are enrolled as of the Separation Date and your employee contribution, which represents the amount the Company would allocate for taxessuch coverage had your coverage remained active for twelve (12) months. The bonus This payment will be paid on taxable and subject to withholding. You will be responsible for ensuring the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)timely payment of your COBRA coverage premiums. This payment will be made within sixty days of termination of your employment. (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management The Company will pay you a lump sum Transition Bonus under Section 4(bin the amount of $100,000 within sixty (60) days of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) termination of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 policiesyour employment. (vii) The COMPANY agrees B. Even if you choose not to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of sign this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefitsor if you sign this Agreement and then revoke your signature (as explained below), subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to you will still be paid on the COMPANY’s your regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on salary through the Separation Date may be exercised until the earlier of (i) 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)and your accrued but unused calendar year 2015 PTO, or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsif any. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 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 Agreement and General Release and the fulfillment of the promises made 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 its applicable Addendum, through Employee’s termination of employment, as the Parties agree that: a. As for Executive’s Final Compensation pursuant to that any payments or benefits under the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided aforementioned plans are governed by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions terms of the applicable Stock Option Award Agreements governing stock options granted plan and are not subject to EXECUTIVE pursuant waiver or modification under the Employment terms of the Agreement. For the avoidance of doubt, on and following the Effective Date, any outstanding stock options aforementioned plans govern all rights of the Parties with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him subject matter for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.which Docusign Envelope ID: 585661BB-0857-4567-A549-23CAFCAC7862

Consideration. In exchange consideration for signing this Separation Agreement, and complying with its terms, and in accordance with the promises made hereinterms in the Amended and Restated Employment Agreement (dated December 17, 2007) and the Parties agree thatFirst Amendment to Amended and Restated Employment Agreement (dated January 30, 2009), as well as any other applicable Employment Agreements (collectively “Employment Agreement”), The Pantry agrees: a. As for Executive’s Final Compensation pursuant to the mutual promises contained in this Agreement and the Employment Agreement, to pay to Employee Three Hundred Ten Thousand Dollars and Zero Cents ($310,000.00), in substantially equal installments in accordance with The Pantry’s payroll schedule and practices applicable to Employee immediately prior to the following items Effective Date, representing twelve (12) months of salary at Employee’s base rate of pay, less lawful deductions, commencing on the first such payroll date after The Pantry’s receipt of an original of this Agreement signed by Employee and the expiration of the revocation period described in clauses l(a)(i) through l(a)(vii) herein. If Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify The Pantry before such employment or consultancy begins and the severance payments made pursuant to this Agreement shall be paid or provided reduced by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of compensation to be paid to him in connection with such date that has been earned through employment, consultancy or self-employment. If Employee does not notify the Separation Date but has not been paid. HoweverCorporation in accordance with this Paragraph 2(a), EXECUTIVE shall not be entitled then its obligation to nor shall he receive any 2016 Retention Bonus under Section 4(d) make further payments of the Employment Agreementseverance pay pursuant to this Paragraph 2(a) shall cease; (ii) On the Effective Date of this Agreementb. if Employee properly and timely elects to continue health coverage under The Pantry, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVEInc.’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE Health Benefits Plan in accordance with the COMPANYcontinuation requirements of COBRA, The Pantry shall pay to continue Employee’s expense reimbursement policies. medical coverage (viivision and dental will not be covered by The Pantry, although Employee may elect to continue such coverage at Employee’s own expense) under The COMPANY agrees to reduce the Restrictive Covenant Pantry’s medical plan for a 52-week period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect beginning within thirty (30) business days after the latter of The Pantry’s receipt of a signed original of this Separation Agreement, the Employee’s notification to The Pantry of Employee’s COBRA election and the Employee’s return of the COBRA paperwork. Payments shall be made by The Pantry directly to the COMPANYCOBRA administrator. Thereafter, Employee shall be entitled to choose to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s stock held own expense. Nothing in this Agreement shall constitute a guarantee of COBRA continuation coverage or benefits. Employee shall be solely responsible for all obligations in electing COBRA continuation coverage and taking all steps necessary to qualify for such coverage; and c. Employee agrees to promptly return to The Pantry any and all amounts received pursuant to this Agreement to the extent The Pantry is entitled or required to recover such amounts by EXECUTIVE on the Separation Date may be exercised until the earlier terms of (i) the expiration date of the original “Option Period” The Pantry’s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as defined under such Stock Option Award Agreements (or such comparable defined term relating adopted, amended, implemented, and interpreted by The Pantry from time to the period of exercisability of the stock options)time, or and/or (ii) the tenth (10th) anniversary Section 954 of the date of grant of the respective stock option. The COMPANY ▇▇▇▇-▇▇▇▇▇ Act (as may be amended) and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the any applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested rules or regulations promulgated by the COMPANYSecurities Exchange Commission. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Provided that Employee does not revoke this Separation Agreement prior to the promises made hereinEffective Date (as defined in Section 7(h)(v) below), the Parties agree that: a. As for ExecutiveCompany 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 Final Compensation pursuant to outstanding options (the Employment Agreement, “Severance Benefits”). The Severance Benefits consist of the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (ia) On the effective date gross amount of this Agreement, which is the eighth fifty thousand and no/100 dollars (8) day after the EXECUTIVE signs this Agreement (“Effective Date”$50,000.00), 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. Howeversubject to appropriate tax and other applicable withholding, EXECUTIVE shall not to be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dpaid within ninety (90) of the Employment Agreement; (ii) On days following the Effective Date of this Agreement, Separation Agreement by a wire transfer to an account designated by Employee to the COMPANY shall pay EXECUTIVE all PTO accrued but unused through Company in advance This amount will be reported to the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation DateInternal Revenue Service (“IRS”) and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (iiib) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus gross amount of two hundred thirty-five thousand and no/100 dollars ($220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”235,000.00). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior appropriate tax and other applicable withholding, to such date by the EXECUTIVE be paid in twenty-six (26) equal amounts of nine thousand thirty-eight and 46/100 dollars ($9,038.46) in accordance with the COMPANYCompany’s expense reimbursement policies.normal payroll procedures, 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; (viic) The COMPANY agrees 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 reduce exercise the Restrictive Covenant period from one (1) year to vested options shall be extended through the date six (6) months after following the Separation Termination Date on all of Employee’s outstanding options that were granted prior to the Termination Date.; b. On (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, the COMPANY agrees to pay EXECUTIVE cash including all severance payments and all other cash, equity, and other benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 shall not be deferred compensation arrangements under Section 409A of the Employment AgreementInternal Revenue Code of 1986, as well as other provisions 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 Employment Agreement time period within which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, 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 the COMPANY’s stock held 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 EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date end of the its 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)maximum contractual term, or (ii) six (6) months from the tenth (10thTermination 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) anniversary 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 on the date that is six (6) months and one (1) day following Employee’s Termination 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 grant compensation” within the meaning of Section 409A of the respective stock option. The COMPANY and EXECUTIVE agree Code (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to executive such 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 documents 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 connection with the foregoing, including an amendment to which the applicable Stock Option Award Agreements, as expense is incurred and (z) the COMPANY right to payment or reimbursement or in-kind benefits hereunder may determine should not be executed to effectuate the foregoing provisionsliquidated or exchanged for any other benefit. d. EXECUTIVE acknowledges (f) In reference to all amounts and agrees that he shall not be entitled any severance payment provided transactions under this Agreement if he fails to return all assets and equipment provided to him for Separation Agreement, the performance of his duties as requested Company shall issue and/or file documents that are legally required and/or the Company in good faith believes may be required by the COMPANYIRS and other 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. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant addition to the Employment Garden Leave described in Paragraph 1, in consideration for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date terms of this Agreement, which is (4) timely signing the eighth Reaffirmation Agreement attached as Exhibit A within forty five (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d45) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period days following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject (5) not revoking such Reaffirmation Agreement, and (6) complying with terms of such Reaffirmation Agreement (the foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and 2(a)(6) are referred to substantiation prior throughout this Agreement collectively as, the “Employee Covenants”), Company will provide the following compensation and benefits to such date by the EXECUTIVE Employee: i. The Company shall pay Employee the amount of $324,408 (inclusive of auto allowance), less applicable withholdings (“Separation Pay”). The Separation Pay shall be paid in the following manner: standard monthly payments of $27,034 (inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the COMPANYCompany’s expense reimbursement policiesregular payroll practices during the Garden Leave, commencing the next payroll date after the Transition Date and continuing through the Separation Date. The balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on or about January 31, 2020 and ending on or about October 31, 2020. ii. During the Garden Leave until 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 (vii60) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after days following the Separation Date. b. On iv. Employee shall be eligible for an annual cash incentive award for the Effective 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, 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. (b) As further consideration for and subject to Employee’s full compliance with the Employee Covenants, the Company shall request the Kaman Board of Directors to vest upon the Separation Date all of the Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the Company’s Board of Directors at its meeting scheduled for November 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, 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 agrees to pay EXECUTIVE cash severance benefits, subject to all applicable Company agree that the Company shall withhold federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment municipal taxes from payments made to Employee under this Agreement, as well as other provisions of required by applicable law. (e) In the Employment Agreement which survive termination. Payments are event that Employee dies prior to begin on the COMPANY’s next regular payroll period after the Effective Separation Date, the consideration provided for in this Paragraph 2 and its subparagraphs shall continue become due and payable to be paid on the COMPANYEmployee’s regular payroll periods during the severance period and as specified in the Employment Agreementestate. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made herein, the Parties agree that: a. As for release in paragraph 3 below as well as Executive’s Final Compensation pursuant adherence to the continuing covenants in this Agreement and those set forth in Section 8 of the 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 items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: both: (i) On the effective date Executive’s signing of this Agreement; and (ii) expiration of the Revocation Period set forth in paragraph 24 below, which is the eighth Parties agree: (8) day after a) to enter into the EXECUTIVE signs this Executive Chairman Employment Agreement attached hereto as Exhibit “1” and incorporated herein by reference and made a part hereof (the “Effective DateExecutive Chairman Agreement”), the COMPANY ; (b) within ten (10) days GEO shall pay EXECUTIVE Executive payments in the amount of Base Salary as $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 date that has been earned through 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 but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) for the duration of the Employment Agreement; Executive’s eligibility for COBRA (iieighteen (18) On months), and thereafter, GEO shall reimburse Executive for the Effective 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 “Health Benefit”); (e) within ten (10) 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 duration of ten (10) years thereafter (the “Fringe Benefits”). For purposes of this Agreement, the COMPANY Payment, the Accelerated Vesting, the Health Benefit, and the Fringe Benefits shall pay EXECUTIVE all PTO accrued but unused through collectively be referred to as the Separation Date according to State requirements, with all PTO to cease to accrue as “Termination Payments.” If the Executive should die during the 10-year period following expiration of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective dateRevocation Period, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and GEO shall continue to be paid on provide the COMPANYHealth Benefit and Fringe Benefits to Executive’s regular payroll periods during covered dependents under the severance period and same terms as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted benefits were being provided to EXECUTIVE pursuant the Employment AgreementExecutive prior to his death and, on and following the Effective Date, any outstanding stock options with respect to the COMPANYextent applicable, to Executive’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock optionestate. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Executive’s Initials GZ 1 GEO’s Initials RG

Consideration. In exchange for consideration of the promises made hereincovenants undertaken and the releases given by Employee in this Agreement and the Supplemental Release attached hereto as Exhibit A, provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke his signature on this Agreement; signs and returns the Supplemental Release within 21 days of the Separation Date; and does not revoke his signature on the Supplemental Release, the Parties agree thatCompany agrees to provide the following: a. As for Executive’s Final Compensation pursuant to The Company shall pay Employee the Employment Agreementgross amount of one million and eight hundred thousand dollars ($1,800,000), less statutory taxes and withholdings (the “Settlement Payment”). The Settlement Payment will be paid in two installments, the first installment of $1,000,000 to occur within thirty (30) days after the Separation Date, and the second installment payment of $800,000 to occur on or about the first payroll date in January 2024. 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 continued coverage under the Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the 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 items described the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in clauses l(a)(ithat particular coverage on the Separation Date; (b) through l(a)(viiEmployee elects to receive that continued coverage; and (c) shall be paid or provided by Employee is not eligible for coverage under the COMPANY to EXECUTIVE: (i) On the effective date plans of this Agreementanother employer, which is comparable to the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) terms and conditions of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue plan Employee is enrolled in as of the Separation Date; (iii) The COMPANY shall pay . Employee’s separate eligibility for continuation of health insurance as provided by the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled federal law known as COBRA begins to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by run at the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY . Employee agrees to reduce notify the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement Company promptly if he fails to return all assets and equipment provided to him becomes eligible for the performance of his duties as requested by the COMPANYcoverage under another employer’s comparable plans. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Subject to compliance with the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date terms and conditions of this Agreement, which is including but not limited to Sections 4-9, the eighth (8) day Associate shall receive a one-time payment of $36,000, less applicable withholding, to be paid as soon as practicable after the EXECUTIVE signs this Agreement (“Effective Separation Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through but in no event later than 45 days following the Separation Date but has not been paidDate. HoweverIn addition, EXECUTIVE shall not be entitled Walmart and the Associate agree to nor shall he receive any 2016 Retention Bonus under Section 4(damend the terms and conditions of certain contingent payments owed to the Associate and to amend the terms and conditions of certain unvested restricted stock units held by the Associate, as follows: a) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date;, Walmart and the Associate hereby amend the Deferred Contingent Merger Consideration Agreement by and between Walmart and the Associate dated August 7, 2016, as amended by that Amendment to Deferred Contingent Merger Consideration Agreement dated September 12, 2016 (as amended, the “Deferred Contingent Merger Consideration Agreement”), as follows: i. Section 2 of the Deferred Contingent Merger Agreement is hereby deleted and replaced in its entirety as follows: “All of your Deferred Contingent Merger Consideration will be deferred at the Closing and will be held back by the Acquiror and not paid to you. You will permanently forfeit (iiiexcept as otherwise provided for below) The COMPANY shall pay for no consideration, and the EXECUTIVE a Acquiror will permanently retain, any portion of the Deferred Contingent Merger Consideration that has not become payable to you pursuant to the terms of this Agreement in the event that you violate any of the terms and conditions of that certain “Dycom Deal AssistanceSeparation Agreement” bonus by and between you and Walmart dated January 26, 2021, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of $220,000 grossed up for taxesthat certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (the “Forfeiture Provision”). The bonus Forfeiture Provision, and Acquiror’s right to retain, will be paid lapse as to each installment of Deferred Contingent Merger Consideration set forth on Annex A attached hereto (the “Consideration Schedule”) on the first pay period following corresponding date for such installment set forth on the effective Consideration Schedule, subject to your compliance with the Separation Agreement through such installment date, meaning that such installment of Deferred Contingent Merger Consideration will become payable to you on such corresponding installment date, without any interest. Deferred Contingent Merger Consideration that has become payable pursuant to the Consideration Schedule is referred to as “Due Merger Consideration”. You will receive the payment of your Due Merger Consideration (without interest) on the last day of the calendar month in which such Due Merger Consideration becomes payable in accordance with the Consideration Schedule, provided that if the last day of any such calendar month is not a Business Day, such payment shall be made on the eighth (8) day after next succeeding Business Day.” ii. Section 3 of the EXECUTIVE signs this Deferred Merger Consideration Agreement (“Effective Date”)is hereby deleted in its entirety. (ivb) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) Effective as of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation Walmart and the Associate amend the terms and conditions of the restricted stock units (“RSUs) set forth in that Share-Settled Restricted Stock Unit Notification and Terms and Conditions by and between Walmart and the Associate dated September 19, 2016 (the “Notification”), as follows: i. Paragraph 6 of the Notification is hereby deleted and replaced in its entirety as follows: “Forfeiture Situation. The RSUs that would otherwise vest in whole or in part on the applicable Vesting Date (the “Unvested RSUs”) will not vest and will be immediately forfeited if, prior to such date the applicable Vesting Date, you violate any of the terms and conditions of that certain “Separation Agreement” by and between you and Walmart dated January 26, 2021, as amended by the EXECUTIVE Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of that certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (a “Forfeiture Situation”). Upon the occurrence of a Forfeiture Situation, you shall have no further rights with respect to the Unvested RSUs or the underlying Shares.” ii. Paragraph 7 of the Notification is hereby deleted in accordance with the COMPANY’s expense reimbursement policiesits entirety. (vii) The COMPANY agrees to reduce iii. Subparagraph D of Paragraph 11 of the Restrictive Covenant period from one (1) year to six (6) months after the Separation DateNotification is hereby deleted in its entirety. b. On iv. Subparagraph J of Paragraph 11 of the Effective Date Notification is hereby deleted and replaced in its entirety as follows: “No claim or entitlement to compensation or damages shall arise from forfeiture of the Unvested RSUs and the Shares underlying the Unvested RSUs pursuant to Paragraph 6 above.” c) Walmart and the Associate agree that the terms and conditions of the Unvested RSUs are governed by the Notification, as amended by this Agreement, and that the Notification, as amended by this Agreement, amends the Offer Letter from Walmart to the Associate dated August 7, 2016 as follows: i. Paragraph III shall have no further force and effect. d) Except as expressly modified by this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 terms of the Employment Deferred Contingent Merger Agreement, as well as other provisions of amended; the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award AgreementsNotification, as amended; the COMPANY may determine should be executed to effectuate Offer Letter and any other agreements between Walmart and the foregoing provisionsAssociate, shall remain in full force and effect. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described releases and covenants given by Executive as set forth in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which including but not limited to the Release (as such term is the eighth (8) day after the EXECUTIVE signs defined below), and Executive’s compliance therewith, and provided that Executive executes, and do not revoke, 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreementtimeframes set forth herein, the COMPANY Company agrees to pay EXECUTIVE cash severance benefitsas follows: During the Transition Period, subject to (i) Executive will be paid at Executive’s regular annual base salary rate as of the date hereof, less all applicable federal, state and local income withholding taxes and deductions, payable in accordance with the Company’s normal payroll taxes, deductions and withholdings, totaling six practices (6) months of the “Base Salary provided EXECUTIVE complies with Sections 7, 8, 10Payments”), and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall (ii) Executive will continue to be paid covered by Executive’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 the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementan IRS Form W-2. c. Notwithstanding (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 contrary provisions of time, the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment AgreementCompany will, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may 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 exercised until 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 earlier of (i) the expiration date “Options”), equivalent to 40,466 options. The exercise of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating Options will remain subject to the period of exercisability terms of the stock options)Lexeo Therapeutics, or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsInc. 2023 Equity Incentive Plan. d. EXECUTIVE acknowledges and agrees that he shall (b) The Company will not be entitled contest any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him lawful application Executive makes for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges unemployment compensation benefits; provided, however, that the foregoing Company will respond truthfully to all mandatory inquiries directed to it by a governmental agency. It is adequate consideration 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 this Agreementunemployment compensation benefits.

Consideration. In exchange for a. Whether or not Executive executes this Agreement or the promises made hereinWaiver (as defined below), within ten (10) days following the Parties agree that: a. As for Separation Date, Executive will receive Executive’s Final final paycheck, which will include all earned but unpaid base salary and accrued but unused vacation through the Separation Date, and will remain eligible to receive any other amounts that constitute the “Compensation pursuant to Accrued at Termination” under the terms of the Employment Agreement. As of the Separation Date, Executive shall not be eligible to participate in, or be covered by, any employee benefit plan or program offered by or through the following items described Company and shall not receive any benefits or payments from the Company, except as otherwise provided in clauses l(a)(i) through l(a)(vii) shall be paid this Agreement, under the terms of applicable Company-sponsored benefit plans, or provided by applicable law. b. If Executive executes this Agreement, executes and does not revoke the COMPANY to EXECUTIVE: (i) On the effective date Waiver in accordance with Section 4 of this Agreement, which is and fully abides by each of their terms, in consideration for the eighth (8) day after the EXECUTIVE signs terms of this Agreement and the Waiver, the Company will (together, the “Effective DateSeparation Benefits”): i. pay Executive a single lump sum cash payment equal to $1,740,307.00 (subject to applicable withholdings), which amount represents two times the COMPANY shall pay EXECUTIVE the amount sum of Base Salary as of such date that has been earned through (A) Executive’s base salary in effect on the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dand (B) of Executive’s average “Annual Cash Incentive” (as defined in the Employment Agreement; (ii) On actually paid to Executive with respect to the Effective Date of this Agreement, the COMPANY prior three fiscal years and which amount shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as be paid within 60 days of the Separation Date; ii. pay Executive a single lump sum cash payment equal to $150,000.00 (iiisubject to applicable withholdings), which amount represents a payment in lieu of Executive’s Partial Year Bonus (as defined in the Employment Agreement) The COMPANY and which amount shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on within 60 days of the first Separation Date; iii. if Executive is eligible for and elects COBRA coverage, pay period for or reimburse Executive’s COBRA premiums to provide Executive and/or Executive’s family with continued medical, prescription, and dental benefits at least equal to those which would have been provided to them in accordance with the Company’s welfare benefit plans, practices, policies, and programs (to the extent applicable generally to other peer employees of the Company) for 18 months following the effective dateSeparation Date; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical, prescription, and dental benefits under another employer-provided plan, the benefits described herein shall be secondary to those provided under such other employer-provided plan; iv. subject to Section 3(b)(vi), all Time Vested Awards (as defined in the Employment Agreement and as set forth on Exhibit A attached hereto) shall become fully vested and non-forfeitable to the extent not already so vested; v. subject to Section 3(b)(vi), all Performance-Based Awards (as defined in the Employment Agreement) shall become vested on a Pro-Rata Basis (as defined in the Employment Agreement), but only if at the end of the performance period, the applicable performance objectives are achieved (for this purpose, only the performance periods that have already commenced as of the Separation Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Separation Date shall be disregarded); (A) with respect to Executive’s AO LTIP Units (as defined in Executive’s applicable Appreciation Only LTIP Unit Agreement, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Executive), if the performance-based vesting eligibility requirement has already been met as of the Separation Date or is met within the 90 days following the Separation Date, then a pro-rated number of AO LTIP Units shall vest and become exercisable based on a fraction, the numerator of which is the eighth number of days from the grant date of such AO LTIP Units to the Separation Date and the denominator of which is the total number of days from the grant date of such AO LTIP Units to the third anniversary of the Grant Date, and (8) B) Executive’s vested AO LTIP Units (including the AO LTIP Units vesting and becoming exercisable pursuant to the immediately preceding clause) shall remain exercisable until the close of business at Company headquarters on the 90th day after following the EXECUTIVE signs this Agreement Separation Date (“Effective and if not exercised, shall be forfeited); and vii. waive, as of the Separation Date”), all no-sell restrictions applicable to shares of the Company’s common stock (including common stock issued upon conversion of LTIP units) then-held by Executive. c. Executive acknowledges and agrees that (ivi) EXECUTIVE shall no amounts are payable under the Employment Agreement in connection with Executive’s termination of employment, and the Separation Benefits are in excess of any amounts otherwise due to Executive from the Company and (ii) other than as expressly set forth in this Agreement, Executive is not entitled to and will not seek any further consideration for his employment or service or termination of employment or service with the Company, including but not limited to, any other wages or base compensation, bonus compensation of any kind, notice payment, equity or equity-based compensation, severance, vacation pay, sick pay, expense reimbursements (other than those approved pursuant to standard Company policy), or other benefits (except for fully vested and non-forfeitable rights under Company-sponsored benefit plans, which are not affected by this Agreement, but which are subject to the terms and conditions of such benefit plans). Executive acknowledges that absent Executive’s execution of this Agreement, execution and non-revocation of the Waiver, and compliance with their terms, Executive will not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 policiesBenefits. (vii) The COMPANY agrees d. All payments to reduce the Restrictive Covenant period from one (1) year be made to six (6) months after the Separation Date. b. On the Effective Date of Executive under this Agreement, or otherwise by the COMPANY agrees to pay EXECUTIVE cash severance benefitsCompany, shall be subject to all applicable federal, state withholding to satisfy required withholding taxes and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementrequired deductions. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for signing this Letter Agreement the promises made herein, the Parties agree Company agrees that: a. As (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 1985 until the first to occur of (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 Executive’s Final Compensation 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. (c) The Company shall cause United Dominion Realty, L.P. and/or UDR Out-Performance IV, LLC to repurchase 55,333 Membership Units in UDR Out-Performance IV, LLC, which constitutes 2/3 of the Membership Units in 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 to be paid to you within thirty (30) days 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. Further, upon determination by the Employment Agreement, Compensation Committee of the Board (“Compensation Committee”) as to the targeted award level for the 2006 PARS Program you will 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 the following items described in clauses l(a)(i) through l(a)(vii) Restricted Stock Awards held by you that remain subject to restrictions on December 31, 2006 shall be paid or provided by the COMPANY to EXECUTIVElapse: (i) On the effective date 6,423 shares of this Agreementrestricted Common Stock granted to you on February 27, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement2003; (ii) On the Effective Date 13,543 shares of this Agreementrestricted Common Stock granted to you on February 12, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date2004; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus 8,949 shares of $220,000 grossed up for taxes. The bonus will be paid restricted Common Stock granted to you on the first pay period following the effective dateFebruary 18, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”).2005; and (iv) EXECUTIVE shall not be entitled 1,986 shares of restricted Common Stock granted to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September you on February 15, 2016 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 policies2006. (viif) The COMPANY agrees A bonus for fiscal year 2006 in the amount of $400,000 payable at the same time the Company pays fiscal year 2006 bonuses to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation DateCompany’s other senior executives. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6g) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 You will be treated as an employee of the Employment Agreement, as well as other provisions Company for purposes of eligibility to participate in the “Board of Directors Guidelines Regarding Purchase of Out-Performance Units (“Guidelines”) once and if such Guidelines are approved by the Board of Directors of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment AgreementCompany. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the Employee’s promises made hereinand undertakings set out in this Agreement, and contingent on the Parties agree that: a. As for ExecutiveEmployee’s Final Compensation pursuant to the Employment acceptance of this Agreement, non-revocation of her acceptance, and performance of all her obligations under this Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEoccur: (ia) On The Employer agrees to pay to the effective date Employee the sum of this Agreement$300,000, less legally required withholdings and deductions, which is equivalent to eighteen months’ base compensation, in equal or nearly installments beginning on the eighth (8) day Employer’s first payroll date that is at least five business days after the EXECUTIVE signs this Agreement (“Effective Date”)Date and ending on the last payroll date on or before March 15, 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement2008; (iib) On the Effective Date of this AgreementIf Employee timely elects continued coverage under COBRA, the COMPANY shall Employer agrees to pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as on Employee’s behalf or waive payment of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus cost of $220,000 grossed up continuing coverage for taxes. The bonus will be paid on the first pay period following the effective dateEmployee under Employer’s group health, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEdental, no later than September 15, 2016 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 and vision plan in accordance with the COMPANYEmployee’s expense reimbursement policies. (vii) The COMPANY agrees to reduce election, provided that the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin Employer’s obligation shall end on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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)March 10, 2008 or (ii) such time as the tenth Employee first becomes employed and eligible for any similar type of benefit plan (10thregardless of the scope of coverage or cost to participate) anniversary with her new employer, provided further that if on March 10, 2008, the Employee is still eligible for COBRA continuation coverage, the Employer shall pay the Employee a lump sum amount equivalent to the monthly cost of continuing coverage for the number of months remaining in the COBRA eligibility period. Employee understands that the value of the COBRA premiums that are paid or waived by the Employer will be reported by the Employer as compensation to Employee; (c) Holdings agrees to accelerate vesting of all Tier II Options and Tier III Options held by the Employee as of the date of grant hereof as set forth in the Holdings LP Agreement, such that effective upon the Effective Date all such options shall be fully vested. Holdings agrees not to treat any Incentive Units or Incentive Options (as defined in the Holdings LP Agreement) held by the Employee as being forfeited by reason of the respective stock optionEmployee’s termination of employment. The COMPANY Holdings shall take reasonable actions to carry out the foregoing and EXECUTIVE agree document such accelerated vesting as reasonably necessary; and (d) If the Employer declares any bonus to executive be paid to employees covering any period ending on or before December 31, 2006, the Employee shall be paid her portion of such other documents bonus, as determined in connection the sole discretion of the board of directors or the compensation committee of the Employer, in accordance with the foregoingEmployer’s normal bonus practices and shall receive her portion, including an amendment to less legally required withholdings and deductions, at the applicable Stock Option Award Agreements, same time as the COMPANY may determine should be executed to effectuate other recipients receive the foregoing provisionsbonus compensation. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date Employee's execution of this Agreement, which is and the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state relinquishment and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 nullification of the Employment Agreement, and Employee's resignation from the Company's Board of Directors and as well as other provisions a member of the Employment Board of Directors of any Related Organizations and provided that Employee does not revoke this Agreement which survive termination. Payments are to begin within the seven day revocation period described in Paragraph 17 hereof, the Company will pay Employee the equivalent of sixteen (16) month's separation pay, based on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified Employee's annual base salary rate in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE effect on the Separation Date may (the "Severance Payment") by check payable to Employee's order in the gross amount of $374,900.80. From the gross amount of the Severance Payment, the Company will determine and withhold payroll deductions for taxes (federal, FICA, Medicare, state, local and unemployment compensation). (b) The obligation of the Company to make the Severance Payment shall be exercised until fulfilled by the direct deposit of such check into the bank account into which Employee's payroll checks were deposited at the time of her separation not less than eight days (8) and not more than fifteen (15) days after Employee executes this Agreement and the seven day revocation period described in Paragraph 17 hereof has expired without the Employee having revoked this Agreement. (c) If Employee is a participant in the Company's group health care plans (medical, dental and vision), Employee's eligibility for benefits under those plans will terminate as of January 31, 2007, unless Employee elects to continue coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). In order to elect such coverage, Employee must complete all necessary forms in a timely manner. (d) If Employee elects COBRA continuation coverage, the Company will waive payment of the COBRA premiums for eighteen (18) complete calendar months following the month in which employment terminated. If Employee is eligible for, and elects to, continue such benefit coverage beyond the waiver period provided in the preceding sentence, during the time period that the Company is required to provide such coverage under COBRA, Employee will be required to pay the COBRA premiums for such coverage. The Company has no obligation under this Agreement with regard to any group health care plan benefit coverage beyond the waiver of premiums for the period set forth in this subparagraph. Moreover, the Company's obligation under this subparagraph to waive the premiums for such coverage will cease immediately if Employee ceases to be eligible for COBRA coverage or obtains comparable benefit coverage from any future employer. (e) Upon the earlier of the expiration of (i) eighteen (18) complete calendar months from 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), Separation Date or (ii) the tenth date Employee ceases to be eligible for COBRA coverage or obtains comparable benefit coverage from any future employer, the Company shall pay Employee the lump sum payment of $6,000, less applicable withholding taxes (10thfederal, FICA, Medicare, state, local and unemployment compensation). (f) anniversary of The Company confirms that it has paid the date of grant of premium for Employee's supplemental life insurance policy, administered by First Colony Life Insurance Company (#534470) ("the respective stock optionPolicy"), through August 6, 2007. The COMPANY Company shall, thereafter, transfer any ownership interest that it has in the Policy and EXECUTIVE agree all payment obligations thereunder to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsEmployee. d. EXECUTIVE (g) The Parties will use reasonable best efforts to agree upon the language for any public communication related to Employee's separation from employment. (h) The Company shall reimburse Employee in the amount of, $2,500 for attorneys' fees, incurred by Employee in the negotiation of this Agreement. (i) Employee acknowledges and agrees that he the Company's obligations under subparagraphs 2(a), 2(d), 2(e), 2(f), 2(g) and 2(h) arise under this Agreement, are in consideration for Employee's signing this Agreement, and constitute consideration to which Employee is not otherwise entitled. Employee also acknowledges and agrees that the Company shall not be entitled any severance payment provided to discontinue providing payments and benefits under this Agreement if he fails to return all assets Employee breaches any of Employee's obligations hereunder including, without limitation, Employee's obligations under Paragraph 5 of this Agreement, and equipment that such discontinuance will not relieve Employee of her obligations hereunder, nor shall it affect the validity of the release of claims provided to him for the performance in Paragraph 3 of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for a. Provided Employee executes and does not revoke this Agreement and continues to comply with all applicable restrictive covenants, Employer will provide the promises made herein, the Parties agree thatfollowing consideration to Employee: a. As i. Employer will pay Employee severance payments totaling $1,190,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for Executivefiscal year 2021 ($490,000), less all required withholdings and deductions (together, “Severance Payments”), payable generally in ratable installments over a twelve (12) month period following the Separation Date in accordance with the Company’s Final Compensation regular payroll payment schedule commencing after the Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. The unvested portion (106,836 shares) of Employee’s Sign-On RSU Award (as defined in the Employment Agreement, dated as of April 30, 2020, between Employee and Employer (the “Employment Agreement”)) granted on May 26, 2020 will vest in full as of the Separation Date. iii. If Employee is eligible for and timely elects continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first fifty-two (52) weeks of COBRA following items described in clauses l(a)(ithe Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) through l(a)(vii(excluding the Sign-On RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall take such steps as may be necessary or appropriate to vest up to 33,650 and 1,601, respectively, of Restricted Stock Units on the originally applicable Vesting Date (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to vest up to 14,422 and 2,402, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Further, Employee will be paid or provided by for nineteen (19) accrued but unused and unpaid vacation days from calendar 2020 and 2021 at Employee’s rate of pay as of the COMPANY Separation Date. vi. Following the Separation Date, Employer will provide at no charge to EXECUTIVE:Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. (i) On vii. Although Employer does not guarantee to Employee any particular tax treatment relating to the effective date payments and benefits paid in accordance with the terms and conditions of this Agreement, which it is the eighth (8) day after intent of the EXECUTIVE signs parties that payments and benefits under this Agreement (are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “Effective Date”)separation from service” under Section 409A, each payment shall be treated as a separate payment and the COMPANY right to a series of installment payments under this Agreement shall pay EXECUTIVE be treated as a right to a series of separate payments. In no event shall Employee, directly or indirectly, designate the amount calendar year of Base Salary payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of such date that has been earned through the Separation Date but has not been paid. HoweverDate, EXECUTIVE Employee shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of payment or benefit pursuant to the Employment Agreement; Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a separation from service (iiwithin the meaning of Section 409A) On until the Effective Date earlier of this Agreement, (A) the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, date which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after her separation from service for any reason other than death, or (B) the Separation Date. b. On date of Employee’s death. Any amounts otherwise payable to Employee upon or in the Effective Date six (6) month period following Employee’s separation from service that are not so paid by reason of this Agreement, such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling date that is six (6) months after Employee’s separation from service (provided that in the event of Base Salary provided EXECUTIVE complies with Sections 7Employee’s death after such separation from service but prior to payment, 8, 10then such payment shall be made as soon as practicable, and 22 in all events within thirty (30) calendar days, after the date of Employee’s death). viii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Employment Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, as well as other provisions any predecessors, any future successors or assigns or estates of any of the Employment Agreement which survive terminationforegoing (collectively, the “Company”). Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and Employee agrees that he shall Employee is not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANYseek anything further from Company. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Subject to and conditioned upon: (a) the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to continued compliance with the terms of this Release, Sections 8 and 9 of the Employment AgreementAgreement and continued service through the Separation Date, (b) upon the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date Executive’s execution and nonrevocation of this AgreementRelease, and compliance with this Release, which is Release shall have become effective and irrevocable on the eighth (8) 8th) day after following the EXECUTIVE signs date the Executive executes this Agreement Release (the “Effective Date”), and (c) the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through Executive executing on the Separation Date but has and not been paid. Howeverrevoking the supplemental release in the form attached to the Employment Agreement (the “Supplemental Release”), EXECUTIVE which Supplemental Release shall not be entitled to nor become effective and irrevocable on the eighth (8th) day following the date the Executive executes such Supplemental Release, the Company shall he receive any 2016 Retention Bonus under provide the Executive with the following benefits in connection with the cessation of the Executive’s active employment with the Company in full satisfaction of Section 4(d6(f) of the Employment AgreementAgreement as modified by the Letter Agreement (all payments under this Section 3 less applicable withholding taxes): (a) continued payment of the Executive’s Base Salary through the Separation Date, with such Base Salary to be paid in accordance with the Company’s regular payroll practice; (iib) On the Effective Date reimbursement of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through reimbursable expenses that have not been reimbursed as of the Separation Date according to State requirementsDate, with all PTO such reimbursement to cease occur in accordance with the procedures set forth in Section 4(e) of the Employment Agreement and payment for unused vacation to accrue as of be paid within fourteen (14 days) following the Separation Date; (iiic) The COMPANY shall pay a cash amount equal to $1,125,000 (the EXECUTIVE a “Dycom Deal Assistance” bonus Severance Payment”), of which $220,000 grossed up for taxes. The bonus 675,000 will be paid on the first pay Effective Date and the remaining amount shall be paid in equal installments over a period of twenty-four (24) months following the effective dateSeparation Date (the “Severance Period”); provided, which is however, that if a Change in Control occurs prior to the eighth end of the Severance Period, any unpaid portion of the Severance Payment shall be paid in a single lump sum payment upon the date of such Change in Control; (8) day after d) a cash amount equal to $270,600 in respect of the EXECUTIVE signs this Agreement (“Executive’s annual bonus for 2020, payable in full on the Effective Date”).; (ive) EXECUTIVE shall not be entitled during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for Executive and Executive’s eligible dependents COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans, with such reimbursement to nor shall he receive any 2015Executive Management Bonus under occur in accordance with the procedures set forth in Section 4(b4(e) of the Employment Agreement; ; provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) except as a result of the Employment Agreement; (vi) The COMPANY Executive’s becoming eligible for coverage under the medical, dental, vision or prescription drug plans of a subsequent employer), the Company shall reimburse EXECUTIVEthe Executive all reasonable premium costs incurred by the Executive to provide private medical, no later than September 15dental, 2016 vision and prescription drug insurance coverage for the EXECUTIVEExecutive and the Executive’s business expenses eligible dependents that is substantially equivalent to the medical, dental, vision and prescription drug insurance by which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such Executive and the Executive’s eligible dependents were covered on the date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment AgreementExecutive’s termination, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (ix) the expiration date termination of the original “Option Period” as defined Severance Period and the date on which the Executive becomes eligible for coverage under such Stock Option Award Agreements (or such comparable defined term relating the medical, dental, vision and prescription drug plans of a subsequent employer; provided, further, that if the Executive and the Executive’s eligible dependents are not covered by the Company’s medical plan and thus not eligible for COBRA coverage, the Company will pay to the period of exercisability Executive a lump sum payment, on the Effective Date, equal to $3,000, which payment shall be satisfaction in full of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided Company’s obligations under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.clause 3(e);

Consideration. In exchange As a material inducement to and in consideration for Employee entering into this Release, and subject to the promises made hereinterms and conditions of this Release, the Parties agree thatSeverance Plan and the Participation Agreement, the Company agrees as follows: a. As Pursuant to Section 2(a)(l) of the Participation Agreement, Employee shall continue to receive his current base salary for Executive’s Final Compensation a period of twelve (12) months, commencing on the first payroll period following the Effective Date (defined in Paragraph 14(c) below) of this Release, subject to the terms and provisions (including the form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. These payments will be considered wages, subject to applicable withholdings and deductions. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement for a period of up to twelve (12) total months, subject to the terms of the Participation Agreement and the Plan. c. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled "Shares Accelerated Pursuant to Severance Plan & Participation Agreement,"pursuant to the terms of Section 2(a) (2) of the Participation Agreement. Following the Separation Date and taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee's stock options and equity awards to the extent shown on Exhibit A under the column entitled "Total Vested Shares as of Separation Date'\ and Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. By executing this Release, Employee consents to the Employment Agreement, acceleration of Employee's options and equity awards to the following items extent described in clauses l(a)(iExhibit A and Employee expressly acknowledges that Employee (1) through l(a)(viiwill be responsible for paying to the Company the amount of required tax withholding due as a result of the acceleration of Employee's restricted stock unit awards and upon Employee's exercise of certain stock options and (2) shall be paid has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided by the COMPANY to EXECUTIVE: (i) On the effective date of in this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”Section 2(c), the COMPANY shall pay EXECUTIVE Employee's stock options and restricted stock unit awards will continue to be subject to the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) terms and conditions of the Employment Agreement; equity plans and stock option and restricted stock unit grant notices and agreements under which they were granted, pursuant to which (ii1) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue outstanding stock options and restricted stock unit awards that are not vested as of the Separation Date; Date (iiiafter taking into account the vesting acceleration described above) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth immediately terminate and (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv2) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) outstanding and unexercised stock options that are vested as of the Employment Agreement; Separation Date (vafter taking into account the vesting acceleration described above) EXECUTIVE shall not will continue to be entitled exercisable for up to nor shall he receive any 2016 Executive Management Bonus under Section 4(btwelve (12) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by months following the Separation Date, subject to substantiation prior to such date by earlier termination in the EXECUTIVE event of a change in accordance with control or corporate transaction as set forth in the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 terms of the Employment Agreement, as well as other provisions of equity incentive plan under which the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsequity awards were granted. d. EXECUTIVE Employee acknowledges and agrees that he shall is not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him eligible for the performance severance benefits described in this Section 2 in the absence of his duties as requested by the COMPANYexecution and non-revocation of this Release. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (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 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 effective date Closing Date, the Purchaser will cause its transfer agent to record a book entry evidencing the issuance of this Agreementthe Escrow Shares in the name of Deutsche Bank National Trust Company, which is as escrow agent (the eighth “Escrow Agent”), or its nominee. The Escrow Shares shall constitute an escrow account (8) day after the EXECUTIVE signs this Agreement (“Effective DateEscrow Account”), the COMPANY shall pay EXECUTIVE distribution of which will be governed according to the amount 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 Base Salary as of such date that has been earned through Exhibit B (the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment “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 Date 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, shall refrain from imposing any material covenant on any Effective Time Holder not contemplated by this Agreement without the COMPANY written consent of each Effective Time Holder whose Aggregate Percentage Interest as reflected on the Merger Consideration Spreadsheet set forth in Schedule IV equals or exceeds 4.4%, shall not require the Effective Time Holders or the Holder Representative on behalf thereof to indemnify or pay EXECUTIVE all PTO accrued but unused through any fees for the Separation Date according to State requirements, with all PTO to cease to accrue as services of the Separation Date; Exchange Agent, and shall otherwise be in form and substance reasonably acceptable to the parties thereto (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective DateExchange Agent Agreement”). (iviii) EXECUTIVE shall not be entitled On or prior to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled Closing Date, the Purchaser will pay to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed an account designated by the Separation DateHolder 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, subject upon payment or issuance to substantiation prior to such date the Effective Time Holders, be treated for all purposes as consideration received by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents Time Holders in connection with the foregoing, including an amendment Merger and other transactions contemplated hereby and shall be distributed to the applicable Stock Option Award AgreementsEffective 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 COMPANY may determine should be executed numbers shown therein are subject to effectuate change based on different assumptions. In the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled event of any severance payment provided under conflict between this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANYsuch spreadsheet, this Agreement shall control. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of this Agreement and the promises made release herein, and his compliance with his obligations hereunder and under the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Confidentiality Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by Company will provide Employee with the COMPANY to EXECUTIVEfollowing: (i) On the effective date of this Agreement, which is the eighth (8) 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 Accrued but unpaid base salary through the Separation Date but has not been paid. Howeverin the amount of $[138,000], EXECUTIVE shall not less all lawful and authorized withholdings and deductions, to be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of paid as soon as practicable following the Employment AgreementEffective Date (as defined below); (ii) On Severance equal to 24 months of Employee’s base salary, less all applicable lawful and authorized withholdings and deductions (the “Cash Severance”), under the Employment Agreement and the Parties have agreed to engage in good faith negotiations for the Company’s form of payment to be in either cash or stock awards as soon as practicable following the Effective Date of this Agreement(as defined below), the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as no later than March 15th of the Separation Datefollowing year; (iii) The COMPANY shall pay reimbursement of Employee during the EXECUTIVE a “Dycom Deal Assistance” bonus remaining term of $220,000 grossed up for taxes. The bonus will be paid employment of the Employment Agreement commencing on the first pay period following Separation Date and continuing through and including September 27, 2024 (the effective dateend of the of the premiums associated with Employee’s continuation of health insurance for Employee and Employee’s family pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, which is the eighth (8) day after the EXECUTIVE signs this Agreement as amended (“Effective DateCOBRA”)., 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) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) reimbursement of expenses incurred by the Employment Agreement;Company and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (v) EXECUTIVE shall not be entitled to nor shall he receive full vesting of any 2016 Executive Management Bonus under Section 4(b) earned, outstanding, and unvested shares of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVECompany’s business expenses which have been incurred but not reimbursed by the Separation Date, common stock subject to substantiation prior the Company’s 2022 Long-Term Incentive Plan. Notwithstanding the foregoing, in the event the Company determines, in its reasonable discretion, that payment of the Cash Severance would jeopardize the Company’s ability to such date by the EXECUTIVE continue as a going concern, then in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this AgreementTreasury Regulation § 1.409A-3(d), the COMPANY agrees to Company shall not pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised Cash Severance until the earlier of (i) first taxable year in which it is able to make such payment without jeopardizing the expiration date of the original “Option Period” Company’s ability to continue as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsa going concern. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinExecutive’s agreement to, and full compliance with, the Parties agree that: a. As for Executive’s Final Compensation pursuant terms and conditions in this General Release and the Agreement, in addition to the Employment AgreementAccrued Benefits, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by Company agrees to provide additional severance benefits to the COMPANY Executive beyond what Employee is otherwise entitled to EXECUTIVEas explained below and herein: (ia) On the effective date of this Agreementan amount equal to $425,000, which is represents the eighth Executive’s guaranteed Target Annual Bonus for 2025, to be paid when annual bonuses are paid by the Company in the normal course; (8) day after b) effective on or around January 1, 2026, accelerated vesting of 43,545 restricted shares of the EXECUTIVE signs this Agreement Company’s common stock, which represents all of the Executive’s unvested time-based vesting shares of equity or equity-based awards, including the One-Time Award (as defined in the Agreement) (for the avoidance of doubt, the Executive’s 12,441 shares of performance-based equity or equity based awards shall be governed by the terms of the applicable award agreement, provided that such performance based awards shall continue to remain outstanding until the end of the applicable performance period and the Executive shall vest in a pro rata portion of such performance based awards based on the length of time the Executive was employed during the performance period multiplied by the actual performance for the entire period, with any subjective performance measures with respect to the Executive’s performance measured at target); (c) if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Effective DateCOBRA”), 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY Company shall reimburse EXECUTIVE, no later than September 15, 2016 the Executive for the EXECUTIVE’s business expenses which have been incurred but not reimbursed monthly COBRA premium paid by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state Executive for himself and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised his dependents until the earlier earliest of (i) the expiration date eighteen (18)-month anniversary 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)Separation Date, or (ii) the tenth date the Executive is no longer eligible to receive COBRA continuation coverage, and (10thiii) anniversary the date on which the Executive receives substantially similar coverage from another employer or other source; (d) a cash amount equal to $850,000, which represents the sum of the date of grant Executive’s Base Salary plus the Executive’s Target Annual Bonus for 2025, payable in equal installments in accordance with the normal payroll practice of the respective stock option. The COMPANY and EXECUTIVE agree to executive Company over the twenty-four (24)-month period following the Separation Date, with such other documents in connection installment payments beginning within sixty (60) days following the Separation Date (with the foregoingfirst payment to include any installment payments that would have been made after the Separation Date and before the Effective Date); and (e) a cash amount equal to $35,416.66, including an amendment to which represents the applicable Stock Option Award Agreements, as amount of the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him Executive’s Base Salary for the performance of his duties as requested 30-day notice period waived by the COMPANYCompany and the Executive pursuant to Section 1 hereto, payable in accordance with the normal payroll practice of the Company. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made hereinreleases and other covenants set forth in this Severance Agreement and Release, the Parties agree thatCompany agrees: a. As for Executive’s Final Compensation pursuant to To pay the Employment AgreementEmployee his base salary through November 7, 2008; b. To pay Employee as severance the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date gross amount of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement $187,500 less applicable withholdings (“Effective DateSeverance Payment”), with such amount to be paid in the COMPANY shall pay EXECUTIVE form of a lump sum payment no later November 30, 2008. c. The Employer will continue the amount of Base Salary as of such date that has been earned through Employee’s participation in all medical, dental and vision plans in which the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue Employee was enrolled as of the Separation Date. The Company will continue the coverage and pay that portion of the premium paid by the Company during Employee’s employment for the shorter period of twelve (12) months, or until such time as Employee becomes eligible for benefit coverage through another employer or otherwise (“Benefits Expiration Date”). Employee’s aggregate portion of the costs for any such continued benefits through the Benefits Expiration Date shall be deducted in a lump sum from the Severance Payment. Employee is obligated to inform the Company within 10 days of becoming eligible for benefit coverage through another employer or otherwise, with all medical, dental and vision plan coverage ending as of the last day of the month as of which the Employee obtains other benefit coverage. Beginning on the date that the Company no longer provides subsidized benefit coverage pursuant to this section 1(b), the Employee shall be eligible for health insurance coverage pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985( “COBRA”); d. Company shall pay Employee his 2008 annual bonus pursuant to Company’s 2008 Short Term Incentive Plan (iii“Bonus Plan”) attributable to Employee’s employment with the Company for the period from January 1, 2008 through Separation Date. The COMPANY parties agree and acknowledge that the Employee’s annual bonus target is forty percent (40%) of Employee’s eligible wages from January 1, 2008 through Separation Date. The Employee’s bonus payment will be based on calculations as defined in the Bonus Plan as in effect on the Separation Date. The Company shall pay the EXECUTIVE a bonus payment to the Employee at the time in the same form and under the same terms that the Company generally makes payment to the employees of the Company under the Bonus Plan. e. Employee will continue to vest in all options to purchase the Company’s common stock, $0.01 par value per share (the “Dycom Deal Assistance” bonus of $220,000 grossed up for taxesOptions”) made to Employee pursuant to the 2005 Stock Compensation Plan (the “Plan”) through March 31, 2009. The bonus will be paid Options shall terminate at 5 p.m. EST on June 30, 2009 (the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Equity Cancellation Date”). (iv) EXECUTIVE , except that the Employee remaining an employee of the Company shall not be entitled a condition to nor shall he receive any 2015Executive Management Bonus the continued effectiveness of such awards under Section 4(b) the Plan through the Equity Cancellation Date. Any vested, unexercised, Options awarded to Employee under the Plan and outstanding following the Equity Cancellation Date will no longer be exercisable as of the Employment Agreement; (v) EXECUTIVE Equity Cancellation Date and shall not be entitled cancelled and of no further force or effect. In addition, Employee will continue to nor shall he receive vest in all shares of restricted stock and Restricted Stock Units granted pursuant to the Plan through March 31, 2009; provided, however, that any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject performance-based shares or units scheduled to substantiation prior to such date by the EXECUTIVE vest during this time period will only vest in accordance with the COMPANY’s expense reimbursement policies. (vii) performance based criteria as described under the Plan. All Restricted Stock Units and shares of restricted stock that have not vested as of March 31, 2009 will be cancelled on that date and of no further force or effect. The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable Employee will be responsible for any federal, state and local income tax due and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 owing on the value of the Employment Restricted Stock Units and shares of restricted stock as of each vesting date. Employee agrees that, but for his or her execution of this Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (he or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall she would not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for receive the performance of his duties as requested by the COMPANYconsideration set forth above. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee’s signing this Confidential Waiver and Release and complying with the promises made herein, Employer will provide the Parties agree thatfollowing payments and benefits: a. As 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 Employer’s Executive Bonus Plan and then prorated for ExecutiveEmployee’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall partial year of employment and will be paid or provided by without regard to any requirement under the COMPANY 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 the same form as bonus awards for other executive officers under the Executive Bonus Plan, but in no event later than March 15, 2012. b. Employee’s health insurance has been paid through November 15th. Thereafter, Employee will be eligible to EXECUTIVE: (i) On continue his group health insurance coverage at his own expense for up to eighteen months in accordance with the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement Consolidated Omnibus Budget Reconciliation Act (“Effective DateCOBRA”). 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 what it anticipates will be Employee’s premiums under the COMPANY shall pay EXECUTIVE plan for eighteen months, based on Employee’s current elections, and grossed up for the amount of Base Salary as of estimated income taxes payable by Employee on such date that has been earned through the Separation Date but has not been paidpayment. However, EXECUTIVE shall not This payment will be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On made in a lump sum payment within 15 days following the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE Confidential Waiver and Release as defined in paragraph 5 below. c. Employer will vest all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue outstanding stock options and RSUs that were unvested as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up , and will amend all outstanding stock options to provide that such options will remain exercisable for taxessix months following his Separation Date. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) All shares payable upon settlement of the Employment Agreement; RSUs shall be delivered (vincluding through a certificateless book-entry issuance) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s within 3 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On days following the Effective Date of this AgreementConfidential Waiver and Release. Unless, the COMPANY agrees prior to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective DateDate of this Confidential Waiver and Release, Employee delivers a check to Employer sufficient to satisfy required tax withholding, Employer shall withhold and shall continue cancel a number of shares having a market value equal to the minimum amount of taxes required to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementwithheld. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As consideration for Executive’s Final Compensation pursuant agreement to terminate the Employment Agreement, to fully release Company from any and all Claims as described below, and to perform the following items described in clauses l(a)(iother duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) through l(a)(viiand (c) shall be paid or provided by the COMPANY to EXECUTIVEbelow: (i) On Pay severance to Executive in the effective date form of this Agreement, which is salary continuation for the eighth six (8) day after 6) months immediately following the EXECUTIVE signs this Agreement Termination Date (“Effective DateSeverance 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 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;Severance Period. (ii) On Continue after the Effective Termination Date of this Agreementany 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 COMPANY 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 pay EXECUTIVE all PTO accrued but unused through terminate in the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date;event Executive becomes eligible for any such coverage under another employer’s plans. (iii) The COMPANY shall pay Pay an amount equal to Executive’s actual earned full-year bonus for 2018, pro-rated based on the EXECUTIVE a “Dycom Deal Assistance” 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. Payment of $220,000 grossed up for taxes. The any pro-rated bonus hereunder will be paid on dependent upon Company’s achievement of certain financial performance goals established by the first pay period following Compensation Committee for 2018 in the effective date, which is same manner as are applicable to similarly-situated executives of Company who participate in the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)annual bonus plan for 2018. (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Vest, effective as of 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, a prorated number of the Employment Agreement; 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 (ve.g., options, restricted stock, etc.) EXECUTIVE shall not be entitled equal to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) the number of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed awards of such type that would vest as of such next vesting date multiplied by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreementa fraction, the COMPANY agrees 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 pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months the date of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10termination of Executive’s employment, and 22 the denominator of which is the Employment Agreementnumber of monthly anniversary dates between such immediately preceding vesting date of such award (or, as well as other provisions if none, the date of grant of such award) and the Employment Agreement which survive terminationfirst vesting date immediately following the Termination Date for such type of award. Payments are to begin on the COMPANYAll of Executive’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing outstanding vested stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any shall remain outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) one year after 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), Termination Date or (ii) the tenth (10th) anniversary 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 termination of grant Executive’s employment). Additionally, subject to the expiration of the respective 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 option. The COMPANY units that were granted as of May 21, 2018 and EXECUTIVE agree Executive’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 executive such other documents become vested and payable in connection accordance with the foregoingterms of such Unvested PBUs. (v) Payment of one year of outplacement services from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., including an amendment limited to Twenty thousand and 00/100 Dollars ($20,000) in total. This outplacement services benefit will be forfeited if Executive does not begin using such services within ninety (90) days after the Termination Date. Subject to the applicable Stock Option Award Agreementsforegoing and following Company’s receipt of an appropriate invoice, as Company shall promptly pay ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the COMPANY may determine should be executed to effectuate the foregoing provisionsfees payable for outplacement services for Executive. d. 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 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 Termination Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges and agrees that he shall 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 severance payment provided other provision of this Agreement, no payments to be made under this Agreement if he fails (other than the payments required to return all assets be made by Company pursuant to Section 5 below and equipment provided the vesting of outstanding unvested options, restricted stock, restricted stock units, other equity-based awards and PBUs as set forth in Section 4(a)(iv) above) shall be made, and no benefits to him be delivered under this Agreement shall be delivered, earlier than the first bi-weekly pay day occurring after the date upon which the revocation period for the performance of his duties 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 requested by the COMPANYdescribed herein). Any payments to be made prior to such bi-weekly pay day shall be accumulated and paid, and any benefits 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. e. EXECUTIVE acknowledges that (c) As a further condition to receipt of the foregoing is adequate consideration for 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 without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of any jurisdiction and/or her Employment Agreement, and Executive agrees not to pursue or claim any of such 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 exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant Subject to this TAR becoming effective and not revoked and Executive honoring all continuing covenants in the Employment Agreement and the Confidentiality Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall Company will pay Executive the consideration and benefits to be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus Executive under Section 4(d7(a) of the Employment Agreement; Agreement including, (i) continued payment of Executive’s base salary (subject to applicable tax withholdings) for twelve (12) months, such amounts to be paid in the first payroll run following the Effective Date; (ii) On the Effective Date payment in an amount equal to the greater of this Agreement100% of Executive’s Target Annual Incentive for 2018 or the actual earned annual incentive for 2018 (subject to applicable tax withholdings), such amounts to be paid to Executive as soon as reasonably practicable following the COMPANY shall pay EXECUTIVE all PTO accrued date on which such annual cash incentives are earned, but unused through the Separation Date according to State requirementsin no event will be paid later than March 15, with all PTO to cease to accrue as of the Separation Date; 2019, and (iii) The COMPANY shall pay reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the EXECUTIVE a “Dycom Deal Assistance” bonus Company’s health plans until the earlier of $220,000 grossed up for taxes. The bonus will be paid on (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement Consolidated Omnibus Budget Reconciliation Act (“Effective DateCOBRA”). ), or (ivB) EXECUTIVE shall the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Subject to this TAR becoming effective and not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of 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 existing Restricted Stock Units (v“RSUs”) EXECUTIVE shall not be entitled will continue to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 vest in accordance with the COMPANYexisting vesting schedules through June 30, 2019, and Executive’s expense reimbursement policies. (vii) The COMPANY agrees existing stock options will continue to reduce vest in accordance with the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On existing vesting schedules through March 31, 2019. As of the Effective Date of this Agreementall other unvested RSUs, stock options, and equity awards are forfeited and cancelled. Executive will be entitled to exercise any outstanding vested stock options until the COMPANY agrees first to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six occur of: (6i) the date that is twelve (12) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth applicable scheduled expiration date of such award (10thin 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 of grant grant. For purposes of clarity, the term “expiration date” shall be the scheduled expiration of the respective stock option. The COMPANY option agreement and EXECUTIVE agree to executive such other documents in connection with not the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees period that he Executive shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANYexercise such option. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. A. In exchange consideration for the promises made hereinEmployee’s promises, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment covenants, agreements, and releases set forth in this Agreement, Employer agrees that beginning on the next regular payroll date following items Triggering Termination Date, subject to Employee’s execution of this Agreement and the expiration of the revocation period described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date Section 8.C. of this Agreement, which is Employer shall continue to pay Employee his biweekly wages based on his current annualized salary in accordance with Employer’s normal payroll periods (the eighth (8) day after the EXECUTIVE signs this Agreement “Salary Continuation Payments”) through March 15, 2016 (“Effective DateTermination Benefits Period”). The Salary Continuation Payments made to Employee shall be subject to federal, state and local tax and other required withholdings. While receiving the COMPANY 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 EXECUTIVE 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 Base Salary $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 Employee (the “Club”) with “Signature Gold Golf” privileges, as the same may change from time-to-time for a period of such date that has been earned through five years from the Separation Date but has not been paidTriggering Termination Date. However, EXECUTIVE 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 nor shall he receive charge Employee the then current dues (subject to any 2016 Retention Bonus under Section 4(d) periodic increases charged to other members of the Employment Agreement;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) On forfeit a portion of the Effective Date of this Agreementshares 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, the COMPANY Employer shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirementssatisfy Employee’s withholding liability under Section 2.D.(ii). Except as otherwise set forth herein, with all PTO to cease to accrue any other unvested equity held by Employee as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus earlier of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September March 15, 2016 for and the EXECUTIVE’s business expenses date on which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to Termination Benefits Period ends shall be forfeited on such date by the EXECUTIVE in accordance with the COMPANYterms 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 expense reimbursement policies. security trading policy (vii) The COMPANY the “Policy”), and Employee agrees that he may not buy, sell or otherwise transfer any shares, whether issued to reduce Employee under the Restrictive Covenant period from one (1) year to 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 Separation DateGeneral Counsel of ClubCorp Holdings, Inc. as required under the Policy. b. On E. Employee will remain eligible to receive an incentive payment under the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits2015 Short Term Incentive Plan, subject to all applicable 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 income tax and payroll taxes, deductions and other required withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance reimbursement of his duties as requested by the COMPANYexpenses incurred in commuting from his primary residence in Wisconsin to Employer’s corporate office in Texas. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for entering this Agreement, Company agrees to provide to Employee the promises made herein, the Parties agree thatfollowing: a. As for Executive’s Final Compensation pursuant Between ten (10) days and fourteen (14) days after Employee delivers to the Employment Agreement, the following items Company an executed copy of this Agreement and so long as Employee has not exercised his right of revocation as described in clauses l(a)(iSection 8.g below, Company will pay to Employee severance in an amount equal to twenty-four (24) through l(a)(vii) shall months of Employee’s Base Salary as of the date of this Agreement for a total amount of $607,000.00, less applicable and appropriate withholdings customarily withheld from payroll (hereinafter the “Severance Amount”), with such amounts to be paid or provided by over a period of twenty-four (24) months in accordance with the COMPANY current payroll schedule that Employee has been paid through the date of this Agreement commencing with the execution of this Agreement. b. Between ten (10) days and fourteen (14) days after Employee delivers to EXECUTIVE:Company an executed copy of this Agreement and so long as Employee has not exercised his right of revocation as described in Section 8.g below, Company will pay to Employee the sum of $50,000.00 (including a “gross up” amount to cover Employee’s personal income taxes payable in connection therewith) for relocation expenses. (i) On c. Company shall also reimburse Employee for reasonable expenses associated with outplacement employment activities for Employee. d. As of the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that Employee has been earned through the Separation Date but has not been paidgranted 250,000 stock options with an exercise price of $4.84 per share; and 30,000 stock options with an exercise price of $12.90 per share. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) All of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue Employee’s 280,000 stock options granted as of the Separation Date; (iii) The COMPANY date of this Agreement shall pay vest fully as of the EXECUTIVE a “Dycom Deal Assistance” bonus date of $220,000 grossed up for taxes. The bonus will be paid this Agreement and such options shall expire on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) second anniversary of the date of grant this Agreement. e. As of the respective date of this Agreement, Employee has been granted 100,000 shares of restricted stock optionwith a share price of $4.84 per share; and 15,000 shares of restricted stock with a share price of $12.90 per share. All of Employee’s 48,333 unvested restricted shares shall continue to vest fully in accordance with the Company’s applicable restricted stock plan. f. The COMPANY Company shall provide Employee an amount equal to Employee’s COBRA health insurance premiums for the 18 month period beginning the first day of the first month that Employee’s medical benefits cease with the Company. g. The above stated consideration will serve to constitute full and EXECUTIVE agree complete settlement of all claims and potential claims against Company to executive such which Employee may otherwise be entitled to receive. Employee agrees that the foregoing payments shall constitute the entire amount of monetary consideration provided to him under this Agreement and that he will not seek any further compensation for any other documents claimed damage, costs, or attorneys’ fees in connection with the foregoingmatters encompassed in this Agreement or under the terms of the Amended and Restated Employment Agreement entered August 10, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions2004. d. EXECUTIVE h. Employee acknowledges and agrees that he shall not Company has made no representations to him regarding the tax consequences of any amounts received by him pursuant to this Agreement. Employee agrees to pay federal or state taxes, if any, which are required by law to be entitled paid with respect to the severance payment. Employee further agrees to indemnify and hold Company harmless from any severance payment provided under claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity against Company for any amounts claimed due on account of this Agreement if he fails or pursuant to return all assets claims made under any federal or state tax laws, and equipment provided to him for the performance any costs, expenses or damages sustained by Company by reason of his duties any such claims, including any amounts paid by Company as requested by the COMPANYtaxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise. e. EXECUTIVE acknowledges i. Employee represents that prior to the foregoing is adequate consideration for receipt of any amounts or benefits set forth in this AgreementSection, he will return to Company all files, records, documents, drawings, specifications, client lists, equipment and property, any and all inventory, graphics, designs, and similar items relating to the business of Company.

Consideration. In exchange for Contemporaneously with the promises made hereinEffective Time, and conditioned upon Executive having fulfilled his duties and obligations under the Employment Agreement (including without limitation Section 4 thereof) up to and until the Effective Time, the Parties agree that: a. As for Executive’s Final Compensation pursuant to Company shall pay Executive consideration consisting of (a) cash, by wire transfer of immediately available funds, in the Employment Agreementamount of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000) (the "Closing Payment"), the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: together with (i) On the effective amount of any accrued but unpaid salary and expenses to the 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 the first to occur of the Effective Time or the Early Termination Date; provided, that the Quarterly Payment made on the first day of the calendar quarter in which the Effective Time occurs shall be prorated for such quarter as of the date of the Effective Time and the difference between the Quarterly Payment and such prorated Quarterly Payment shall be deducted from the Closing Payment, but excluding (iii) any other bonuses to which Employee may be entitled under the Employment Agreement or otherwise except to 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, which 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 eighth Company (8) day after except for amounts payable pursuant to Section 2.03 of the EXECUTIVE signs this Agreement (“Effective Date”Merger Agreement), the COMPANY shall pay EXECUTIVE receipt of which consideration Executive hereby waives and relinquishes. If Executive's employment is terminated by the amount Company prior to the Effective Time, Executive shall, in lieu of Base Salary the payments stated herein, receive such compensation as would be required under the applicable terms of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) 14 of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 1. Sandler’s employment with Herbalife will terminate effective May 19, 2002 (“the Termination Date”). Sandler’s compensation, benefits and perquisites of 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 be exercisable in accordance with Sandler’s August 20, 2000 Employment Agreement (attached hereto as Exhibit “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 an alternative local location designated by Sandler, at no expense to Sandler. 4. The release set forth at paragraph 24(a) herein is not a waiver of Sandler’s rights to payments of monies to which he is entitled by virtue of the Company’s Senior Executive Reimbursement Plan (“SERP”), Deferred Compensation Plan, 401K Plan or paid vacation policy. These monies will be paid to Sandler in 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 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 date hereof, in order to complete, effectuate, perfect and better evidence the agreements of the parties set forth in this Agreement. Sandler 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. Sandler’s entitlement to the promises made hereinconsideration described herein is expressly contingent upon his execution and delivery of this 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, agreement or policy, including, but not limited to all agreements, plans, policies and other arrangements provided by Herbalife or any of its subsidiaries or trusts sponsored, established or maintained by any of such entities, including, without limitation, the Parties agree that: a. As for ExecutiveEmployment Agreement dated August 20, 2000, the 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 related trust(s), the 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 Final Compensation pursuant expense reimbursement plans and policies, and Herbalife’s vacation plan. Although Sandler expressly waives all rights or claims with respect to compensation, remuneration, payments or consideration due to him now or in the future under his Employment Agreement, Sandler’s obligations under the following items described Employment Agreement shall remain in clauses l(a)(ifull force and effect, including, but not limited to Sandler’s obligations pursuant to paragraph 6, subparts (a) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: - (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dc) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)provisions are incorporated herein by reference. (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made hereinreleases and other covenants set forth in this Agreement, after this Agreement becomes effective, the Parties agree thatCompany agrees to provide Employee the following: a. As Company will continue to pay Employee’s base salary at the biweekly rate of Fifteen Thousand Three Hundred Eighty-Four Dollars and Sixty-Two Cents ($15,384.62) for Executive’s Final Compensation pursuant to the Employment Agreement, the eighteen (18) months following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus first payment will be paid on the first pay period following regular, bi-weekly Company payroll date after Employee has executed this Agreement. The Company shall have the effective dateright to deduct from any payment of compensation to the Employee hereunder any federal, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not state or local taxes required by law to be entitled withheld with respect to nor shall he receive such payments, and any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not other amounts specifically authorized to be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed withheld or deducted by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation DateEmployee. b. On If the Effective Date of this AgreementEmployee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the COMPANY agrees to Company shall reimburse the Employee, or pay EXECUTIVE cash severance benefitson the Employee’s behalf, subject to all 100% of applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 medical continuation premiums for the benefit of the Employment Agreement, Employee (and his covered dependents as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant his Separation, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the Separation Date as Employee remains eligible for, and elects, COBRA coverage. c. Employee shall retain all vested equity awards. All unvested equity awards will be cancelled as of the respective stock option. The COMPANY Separation Date and EXECUTIVE agree Employee shall have no rights or claims with respect to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsany unvested equity awards. d. EXECUTIVE If Employee dies at any time while the Company is paying consideration pursuant to Section 2, the Company shall continue making the remaining payments under Section 2 to the Employee’s estate. Such payments to the Employee’s estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not died. Employee acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets the consideration outlined above constitutes fair and equipment provided to him adequate compensation for the performance promises and covenants of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for Employee set forth in this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant Edelhertz’ written consent to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is Zamba agrees to pay Edelhertz on a salary continuation basis through the eighth earlier of December 31, 2001, or until Employee begins receiving regular income from consulting or employment (8) day after the EXECUTIVE signs this Agreement (“Effective DatePay Period”), 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; ; (ii) On except as set forth at the Effective Date end of this AgreementSection 2, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date allow Edelhertz’ existing stock options to continue to vest according to State requirements, with all PTO to cease to accrue their current schedules for so long as Edelhertz remains a member of the Separation Date; Board of Directors of Zamba; and (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus enter into that certain Stock Option Agreement attached hereto and incorporated herein as Exhibit A. Salary continuation will be paid based on Edelhertz’ current base salary, and will not include bonuses, commissions, amounts realized from the first pay period following the effective dateexercise of stock options, which is the eighth (8) day after the EXECUTIVE signs 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 (“Effective Date”). (iv) EXECUTIVE shall not be entitled in a signed and unmodified manner to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEZamba, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date terms of this Agreement, . Settlement pay will be reduced by usual and customary withholdings and deductions. Edelhertz acknowledges that none of the COMPANY agrees consideration or benefits set forth in this Agreement are to pay EXECUTIVE cash severance benefits, subject be made until this Agreement is properly executed and returned to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10Zamba, and 22 that any payments that are tolled because the Agreement is not executed will be paid in the payroll following execution and return of this Agreement. Following the end of the Employment Pay Period, Zamba will also pay Edelhertz the value of his accrued yet unused Personal Time Off (“PTO”) as of that date. PTO shall not continue to accrue following the Transition Date. Notwithstanding anything else in this Agreement regarding his stock options, Edelhertz acknowledges and agrees that, as further consideration for Zamba’s consent to this Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing all stock options granted by Zamba to EXECUTIVE pursuant the Employment Agreementhim in December 2000 shall be cancelled and of no further effect, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date Edelhertz will take all such actions as may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed reasonably requested by Zamba to effectuate the foregoing provisionssuch cancellation. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for and in consideration of the covenants and promises made contained herein, including the Employee’s release of all claims against Cambium and the Released Parties agree that: a. As as set forth in this Agreement, and in lieu of the severance provided for Executiveunder the “Severance” section of the Offer Letter, Cambium will continue to pay the Employee with her base salary equivalent to Employee’s Final Compensation pursuant base salary as of April 26, 2024 through the 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 Employment AgreementTermination Date for any reason other than Cause (as defined in the Employee’s equity award agreements for the Initial Options and Initial RSUs, as defined in the following items described in clauses l(a)(iOffer Letter) (“Early Termination”), Employee will be paid all base salary through l(a)(vii) the Early Termination Date, and thereafter shall be paid or provided by entitled to continued payment of her base salary through the COMPANY to EXECUTIVE:Termination Date. (ib) On Employee’ group health insurance coverage shall continue, in the effective same amount as Employee is entitled to as of the date of this Agreement, which is through earlier of (i) the eighth (8) 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 Early Termination Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; and (ii) On the Effective Date Termination Date, as applicable. (c) In exchange for and in consideration of the covenants and promises contained herein, including 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, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as that portion of the Separation Date; Initial Options and Initial RSUs (iiiwith each such terms as defined in the Offer Letter) The COMPANY shall pay granted to the EXECUTIVE a Employee on May 25, 2023 under the Cambium Networks Corporation 2019 Share Incentive Plan (the “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective DatePlan”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until vest through the earlier of (i) 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 Early Termination Date and (ii) the tenth (10th) anniversary Termination Date, as applicable. Any portions of any outstanding and unvested equity awards awarded to Employee that are not vested as of the date of grant Termination Date, including the remaining portion of the respective stock option. The COMPANY Initial Options and EXECUTIVE agree to executive such other documents in connection with Initial RSUs, shall be forfeited on earlier of (i) the foregoing, including an amendment to Early Termination Date and (ii) the applicable Stock Option Award AgreementsTermination Date, as applicable. Notwithstanding anything otherwise set forth in the COMPANY award agreement for any share options held by Employee, any share options that are vested as of the Termination Date may determine should thereafter be executed exercised by Employee through and including October 25, 2025. Any vested share option that is not exercised by Employee on or prior to effectuate October 25, 2025 shall be forfeited as provided in the foregoing provisionsaward agreement for such option. d. EXECUTIVE (d) The Employee acknowledges and agrees that he 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 “Severance Benefits”). (e) The Employee further acknowledges and agrees that: (i) the Employee shall not receive, and is not entitled to receive, any other payments, benefits or remuneration of any kind from the Company 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 any kind which may have been due and owing to the Employee. For the avoidance of doubt, Employee shall cease to be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him eligible for the performance of his duties as requested severance benefits set forth in the Offer Letter. (f) All payments made by the COMPANYCompany shall be subject to any mandatory deductions and withholdings. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinagreements and obligations of Employee set forth in this Agreement, Employer shall provide Employee with the following consideration, the Parties agree thatsufficiency of which is hereby acknowledged: a. As 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 cash bonus for Executivethe 2022 calendar year pursuant to Home Point Financial’s Final Compensation annual corporate bonus plan. The exact bonus amount will 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, which 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 desire to amicably resolve and release all claims. c) The terms of Employee’s Substitute Option Agreement (the “Substitute Option Agreement”) entered into by the Employee pursuant to the Employment Agreement, Home Point Capital Inc. 2021 Incentive Plan (the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective DatePlan”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of be modified, such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; , Employee shall hold [***]unvested Performance-Based Substitute Options (iiias defined in the Substitute Option Agreement) The COMPANY and the time period for vesting eligibility of such Performance-Based Substitute Options shall pay be extended until the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) respective expiration date of the Employment Agreement; applicable Option Period (vas defined in the Plan) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEfor such Performance-Based Substitute Options; provided that, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Dateavoidance of doubt, subject to substantiation prior such Performance-Based Substitute Options shall otherwise maintain all terms, conditions, and restrictions applicable to such date by Performance-Based Substitute Options under the EXECUTIVE Substitute Option Agreement. ClarkHill\49458\183091\223633547.v1-3/19/20 d) Solely upon the vesting of Employee’s Performance-Based Substitute Options in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce terms set forth in the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Substitute Option Agreement, the COMPANY agrees Employee will be entitled to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified receive a special bonus payment in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect an aggregate amount equal to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier sum of (i) the expiration date “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) 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)Employee’s Bonus Agreement, or dated October 1, 2020, between Employee and Home Point Capital LP, (ii) the tenth “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated January 15, 2021, between Employee and Home Point Capital LP, (10thiii) anniversary the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated August 27, 2021, between Employee and Home Point Capital Inc., (iv) the date “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of grant 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 respective stock option“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 applicable withholding obligations. The COMPANY Employee agrees and EXECUTIVE agree acknowledges that, except for any payments provided for herein, 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 executive such other documents in connection with him through and following the foregoing, including an amendment to Separation Date. Employee further certifies that he has received written notice that all fringe benefits will cease on the Separation Date unless otherwise provided by the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges plan documents. Employee agrees and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is adequate consideration for this Agreementreasonably foreseeable that such person is likely to purchase or sell such securities.

Consideration. In exchange consideration for signing this Agreement and General Release and in accordance with terms of the promises made hereinES Agreement (Exhibit A), the Parties agree thatCompany agrees: a. As for Executive’s Final Compensation pursuant to i. To pay Executive severance in the Employment Agreement, 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 following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this ES Agreement (the “Effective DateSeverance Payment”), the COMPANY shall pay EXECUTIVE less applicable withholding required by law, plus ii. A lump sum in the amount of Base Salary as of such date that has been earned through Seventy Seven Thousand Five Hundred Seventy Two Dollars and Eighty-Four Cents ($77,572.84) for the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(daverage cash incentive compensation paid during the most recent three (3) of years immediately preceding the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective termination date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled iii. If Executive properly and timely elects to nor shall he receive any 2015Executive Management Bonus continue medical and dental coverage under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVECompany’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE plan in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date continuation requirements of this AgreementCOBRA, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 Company shall reimburse Executive for the cost of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are premium for such coverage for up to begin a twelve (12) month period beginning on the COMPANY’s next regular payroll period after the Effective DateTermination Date and ending on February 29, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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), 2016; or (ii) the tenth (10th) anniversary date on which Executive becomes eligible for other group health coverage. Thereafter Executive shall be entitled to elect to continue COBRA coverage for the remainder of the date COBRA period, at Executive’s own expense and as required by law. In order to receive reimbursement hereunder, Executive must submit proof of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment payment acceptable to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges Company within 90 days after Executive incurs such expenses. Executive understands and agrees that he shall is not be entitled to any severance payment money or benefits, other than those offered in accordance with the terms of the ES Agreement (Exhibit A) and this Agreement, except as may be provided under by the RS Stock Agreement. Subject to Paragraph 3 below and/or as otherwise provided by this Agreement, the Severance Payment will be made once this Agreement becomes effective and within 60 days of the Termination Date. Notwithstanding the foregoing, if he fails to return all assets and equipment provided to him for the performance 60 day period following the Executive’s termination ends in a calendar year after the year in which the Executive’s employment terminates, the Severance Payment shall be made no earlier than the first day of his duties as requested by the COMPANYsuch later calendar year. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for consideration of Executive’s Final Compensation pursuant to the Employment agreements, releases, and covenants set forth in this Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: so long as (i) On Executive does not revoke this Agreement pursuant Sections 20 or 21 of this Agreement (and no payments hereunder shall be due until the effective date expiration of the Revocation Period, as defined below), and (ii) Executive complies with the terms and provisions of this Agreement, Executive will be entitled to the following compensation: a. Payment of an amount equal to the sum of (i) Four Hundred Twenty-Five Thousand Dollars ($425,000), which is the eighth equivalent of twelve (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount 12) months of Executive’s current Base Salary (as defined in the Employment Agreement) plus (ii) an additional Thirty Five Thousand Four Hundred Seventeen dollars ($35,417) in lieu of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under notice period contemplated by Section 4(d4(iv) of the Employment Agreement;, for an aggregate of Four Hundred Sixty Thousand Four Hundred Seventeen dollars ($460,617). The aggregate amount set forth in the preceding sentence shall be paid in equal installments over a period of thirteen (13) months on the regular payroll dates of the Company minus required tax withholdings; and (ii) On the Effective Date of this Agreement, the COMPANY b. Company shall pay EXECUTIVE all PTO accrued but unused through to Executive, in equal monthly installments (and subject to applicable tax and other withholdings), an amount equal to the Separation Date according to State requirementspremium payments for continuing medical, with all PTO to cease to accrue dental and vision coverage for Executive (and Executive’s family, if covered under Company’s group health plan as of the Separation Employment Termination Date pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for the eighteen (18)-month period following the Employment Termination Date;, but only to the extent Executive and Executive’s family elects and remains entitled to COBRA continuation coverage during such time period; and (iii) The COMPANY c. Company shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid to Executive, on the first pay period following regular payroll date of the effective dateCompany after the expiration of the Revocation Period, an amount equal to Thirty Two Thousand Six Hundred Two dollars ($32,602), which is represents Executive’s accrued and unpaid vacation days through the eighth (8) day after Employment Termination Date. Executive acknowledges and agrees that rights and consideration set forth in this Section 5 consist of rights and consideration to which Executive would not otherwise be entitled in the EXECUTIVE signs absence of this Agreement (“Effective Date”). (iv) EXECUTIVE shall not and in the absence of the releases of Executive set forth herein. Executive agrees and acknowledges that, as of the Employment Termination Date and thereafter, Executive will be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(bno compensation other than (x) of accrued and unpaid salary and benefits at the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 rate set forth in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on through the COMPANY’s next regular payroll period after the Effective DateEmployment Termination Date (“Accrued Compensation”), and shall continue to be paid on (y) the COMPANY’s regular payroll periods during rights set forth in this Section 5. The Company agrees that, in the severance period and event of a Change of Control (as specified defined in the Employment Agreement. c. Notwithstanding any contrary provisions ) of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective DateCompany hereafter, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” amounts that remain unpaid in this Section 5 as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant the closing of the respective stock option. The COMPANY and EXECUTIVE agree to executive Change of Control shall be paid in full upon the closing of such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsChange of Control. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. a) In exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described your commitments as outlined in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall agrees to provide you with the payments and benefits outlined in this Section 2 (collectively, the “Severance Payments and Benefits”); provided, however, that (1) you timely execute and do not revoke this Separation Agreement and it becomes enforceable and irrevocable and (2) you comply (and continue to comply) with your commitments and obligations outlined in this Separation Agreement. You agree and acknowledge that you are not otherwise entitled to the Severance Payments and Benefits and that the Severance Payments and Benefits serve as adequate consideration for your release of claims and other commitments set forth in this Separation Agreement. b) Subject to the terms of this Separation Agreement, the COMPANY will continue to pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirementsyou your 2016 base salary, with all PTO to cease to accrue as of the Separation Date; less any applicable federal, state, and local withholdings, taxes and any other deductions required by law, for twelve (iii12) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day months after the EXECUTIVE signs this Agreement (“Effective Termination Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 policiesnormal payroll practices (the “Severance Payments”). The Severance Payments will begin on the next regularly scheduled COMPANY payroll date after the later of January 31, 2017 or the Termination Date (as defined in Section 4). (viic) The COMPANY agrees Subject to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date terms of this Separation Agreement, the COMPANY agrees to will pay EXECUTIVE cash severance benefitsyou your 2016 bonus at 100% of your Target ($213,750, subject to all less applicable any applicable federal, state state, and local income and payroll taxes, deductions and withholdings, totaling six (6taxes and any other deductions required by law) months at the same time that COMPANY pays its employees such annual bonuses, which in no event will be later than March 15, 2017. d) Subject to the terms of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, this Separation Agreement and 22 of notwithstanding anything to the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on contrary in the COMPANY’s next regular payroll period after Third Amended and Restated Long Term Incentive Plan or any equity grant, you will not forfeit your unvested units on the Effective Termination Date. Instead, and shall you will continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding vest any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE unvested units pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on Third Amended and Restated Long Term Incentive Plan until all such units have fully vested. e) If you elect continuation coverage under COMPANY’s group health care plans in accordance with Part 6 of Subtitle B of Title I of the Separation Date may be exercised Employee Retirement Income Security Act of 1974, as amended (“COBRA”), COMPANY will pay the monthly premium for such plans in accordance with the regularly scheduled premium due dates until the earlier of (i1) twelve (12) months after the expiration date Termination 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)this Separation Agreement, or (ii2) the tenth (10th) anniversary of the date of grant of the respective stock optionyou are no longer enrolled in or otherwise eligible for COBRA. The COMPANY In order to elect continuation coverage, you must timely complete and EXECUTIVE agree submit all necessary election forms to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsCOMPANY’s third party COBRA administrator. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for consideration of Executive’s full release of Company from any and all Claims as described below and in the promises made Release attached as Exhibit A and in the Supplemental Release attached as Exhibit B, which must be signed by Executive on the Separation Date, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described terms in clauses l(a)(iSections 3(b) through l(a)(viiand (c) shall be paid or provided by the COMPANY to EXECUTIVEbelow: (i) On the effective date of this AgreementPay to Executive an amount equal to $410,025, which is one (1) times the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Executive’s annual Base Salary as of such date that has been earned through in effect immediately prior to the Separation Date but has not been paid(the “Severance Amount”). However, EXECUTIVE The Severance Amount shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dpaid in a lump sum in cash at the time specified in subsection (b) of the Employment below (except as otherwise provided in this Agreement); (ii) On Pay to Executive her annual bonus (the Effective Date “Bonus Amount”) based on any actual achievement in fiscal year 2024 under the terms of this Agreement, Company’s annual bonus plan for fiscal year 2024. The Bonus Amount shall be payable at the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according time that bonuses for fiscal year 2024 are paid to State requirements, with all PTO to cease to accrue as of the Separation Date;other Company senior executives; and (iii) The COMPANY Ensure that 226 of the remaining unvested time-based restricted stock units granted to Executive in 2023 and 350 of the remaining unvested time-based restricted stock units granted to Executive in 2024 shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid vest on the first pay period Separation Date and be settled in shares of Company common stock as soon as administratively practicable following the effective date, which is the eighth Supplemental Release Effective Date (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive and in any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by event within 30 days following the Separation Date, subject ). Executive shall forfeit all other time-based and performance-based restricted stock units outstanding to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after Executive on the Separation Date. b. On (b) Notwithstanding anything else contained herein to the Effective Date of contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 4 below) unless: (i) at the time she signs this Agreement, (x) Executive also signs and delivers to Company a release in the COMPANY agrees form attached hereto as Exhibit A (the “Release”); and (y) the applicable revocation period under the Release has expired without Executive having elected to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 revoke the Release. The Release shall be effective as of the Employment Agreement, as well as other provisions day following the expiration of the Employment Agreement which survive termination. Payments are applicable revocation period without Executive having elected to begin revoke the Release; and. (ii) on the COMPANY’s next regular payroll Separation Date, (x) Executive signs and delivers to Company the Supplemental Release Agreement (“Supplemental Release”) attached hereto as Exhibit B; and (y) the applicable revocation period after under the Supplemental Release has expired without Executive having elected to revoke it. The Supplemental Release shall be effective as of the day following the expiration of the applicable revocation period if no revocation has occurred (the “Supplemental Release Effective Date”). Any payments scheduled to be made prior to the Supplemental Release Effective Date specified in clause (a)(ii) above shall be paid in a lump sum on the first scheduled monthly pay date for the payment of base salary to executives that follows the Supplemental Release Effective Date, except as provided otherwise in this Agreement. Executive agrees and shall continue acknowledges that she would not be entitled to be paid on the COMPANY’s regular payroll periods during consideration described herein absent execution of the severance period Release and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions Supplemental Release and expiration of the applicable Stock Option Award Agreements governing stock options granted revocation periods without Executive having revoked the either the Release or the Supplemental Release. (c) As a further condition to EXECUTIVE pursuant receipt of the Employment benefits in Section 3(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that she may claim to be owed to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, on including without limitation any severance, notice rights, payments (including special or annual bonus), and following other benefits, and other amounts to which Executive may be entitled under the Effective Datelaws of Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any outstanding stock options of the payments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a result of misconduct, with respect any financial reporting requirement under the federal securities laws, to the COMPANY’s stock held extent required by EXECUTIVE on the Separation Date may be exercised until the earlier of 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 3 and Section 4) during the expiration date 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) 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 financial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the tenth (10th) anniversary sale of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsCompany securities during that 12-month period. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange 1. Sandler's employment with Herbalife will terminate effective May 19, 2002 ("the Termination Date"). Sandler's compensation, benefits and perquisites of 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 be exercisable in accordance with Sandler's August 20, 2000 Employment Agreement (attached hereto as Exhibit "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 an alternative local location designated by Sandler, at no expense to Sandler. 4. The release set forth at paragraph 24(a) herein is not a waiver of Sandler's rights to payments of monies to which he is entitled by virtue of the Company's Senior Executive Reimbursement Plan ("SERP"), Deferred Compensation Plan, 401K Plan or paid vacation policy. These monies will be paid to Sandler in 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 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 date hereof, in order to complete, effectuate, perfect and better evidence the agreements of the parties set forth in this Agreement. Sandler 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. Sandler's entitlement to the promises made hereinconsideration described herein is expressly contingent upon his execution and delivery of this 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, agreement or policy, including, but not limited to all agreements, plans, policies and other arrangements provided by Herbalife or any of its subsidiaries or trusts sponsored, established or maintained by any of such entities, including, without limitation, the Parties agree that: a. As for Executive’s Final Employment Agreement dated August 20, 2000, the Senior Executive Change of Control Plan, the 1994 Performance-Based Annual Incentive Compensation pursuant Plan, the 1992 Executive Incentive Compensation Plan, the 1991 Stock Option Plan, the Management Deferred Compensation Plan and related trust(s), the 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. Although Sandler expressly waives all rights or claims with respect to compensation, remuneration, payments or consideration due to him now or in the future under his Employment Agreement, Sandler's obligations under the following items described Employment Agreement shall remain in clauses l(a)(ifull force and effect, including, but not limited to Sandler's obligations pursuant to paragraph 6, subparts (a) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: - (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dc) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)provisions are incorporated herein by reference. (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In 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 made and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that: a. As 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 will be deemed a Consultant under Company’s Amended and Restated Omnibus Incentive Plan (the “Plan”) for Executivethe purpose of maintaining Employee’s Final Compensation pursuant to Option Awards through the Employment Consultant End Date; provided, however, Employee must comply with all the terms of this Separation Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Consulting Agreement, which is the eighth (8) day after the EXECUTIVE signs this and Employee’s Proprietary Information, Non-Competition, and Non-Solicitation Agreement (“Effective Date”)attached hereto as Exhibit B) (collectively, the COMPANY “Agreements”) 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 pay EXECUTIVE the amount constitute a Termination of Base Salary as Service under and pursuant to Employee’s Option Awards. For purposes of such date that has been earned through the Separation Date but has not been paid. Howeverclarity, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d(1) of the Employment Agreement; (ii) On the Effective Date of this Agreementall vested, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue outstanding stock option awards as of the Separation Date; (iii) The COMPANY date of Termination of Service shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 expire in accordance with the COMPANY’s expense reimbursement policies. terms of the applicable option award agreements and (vii2) The COMPANY 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. All amounts payable pursuant to this provision shall be subject to applicable taxes and withholdings. • For the Consultancy Period, Company agrees to reduce the Restrictive Covenant period from one (1) year pay Employee an amount equal to six (6) months after the Separation Date. b. On the Effective Date of this AgreementEmployee’s base salary, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all less applicable federal, state and local income and payroll taxes, deductions taxes and withholdings, totaling six payable in twelve (612) months of Base Salary provided EXECUTIVE complies semi-monthly installments, in accordance with Sections 7Company’s normal payroll practices (the “Consultant Payment”). Company will have no obligation to make the Consultant Payment if Employee is not in compliance with his Agreements at the time the Consultant Payment is due or if the Consulting Agreement is terminated prior to the Consultant End Date. • The Consultant Payment, 8, 10Option Awards, and 22 other severance benefits under this Agreement are intended to be excluded from the definition of the Employment Agreementa deferred compensation plan as separation pay due upon a separation of service as described in Treas. Reg. Section 1.409A-1(b)(9), as well as other provisions of the Employment Agreement which survive terminationa medical benefit described in Treas. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 optionsReg. Section 1.409A-1(b)(9)(v)(B), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock optionas a short-term deferral as described in Treas. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Reg. Section

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for consideration of Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date execution and performance of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective and upon Executive’s Termination Date”), the COMPANY shall pay EXECUTIVE Company agrees to the amount of Base Salary following: a. The Company agrees to provide Executive until the Termination Date with continued salary and benefits at the same level and rate as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement. Upon the Termination Date, Executive will be removed from the COMPANY Company’s payroll; b. The Company agrees to pay Executive additional compensation in an amount equal to $1,200,000.00 in one lump sum, cash payment following Executive’s Termination Date; c. Upon Executive’s Termination Date, 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 Company’s health, dental and vision group health plans. Executive shall be responsible for a portion of the cost of COBRA continuation coverage based on the current cost sharing percentage for active employees under the plans and the Company shall pay EXECUTIVE 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 certain other limits required by law. Following the end of the Benefit Subsidy Period, Executive shall be responsible for all PTO 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 through vacation time. The Executive and the Separation Date according to State requirements, with all PTO to cease to accrue as Company acknowledge and agree that only the payment identified in Paragraph 3(d) will be considered benefit earnings for applicable benefit plans of the Separation Date; (iii) The COMPANY shall pay Company. To the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus extent not specified above, any payments made under this Paragraph 3 will be paid on March 31, 2015 subject to the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs execution and return of this Agreement (“Effective Date”). (iv) EXECUTIVE and provided that any applicable revocation period has expired. All payments shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 made in accordance with the COMPANY’s expense reimbursement policies. (vii) normal employee payroll practices, including withholding and/or deductions for income, social security and Medicare taxes. The COMPANY Company agrees to reduce the Restrictive Covenant period from one (1) year reimburse Employee for all reasonable business expenses incurred prior to six (6) months after the Separation Date. b. On the Effective Executive’s Termination Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to Employee’s submission of an expense report and all applicable federalrequired documentation. The Company hereby affirms that the Board of Directors has duly approved and resolved, state effective March 9, 2015, to accelerate Executive’s unvested restricted stock units and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANYeffective as of Executive’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionstermination. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of Employee's acceptance of the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date terms of this Agreement, Employer will provide Employee with consideration, to which is the eighth (8) day after the EXECUTIVE signs Employee would not otherwise be entitled, described in this Agreement (“Effective Date”)Section 3. a. Employer will continue to pay regular wages, the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned employment related benefits, and any commission payouts through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) payroll week of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On 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 Effective Date Employer’s first regular pay date after January 1, 2019. This amount is equivalent to twelve months of Employee's current base salary, plus the equivalent of one year’s payment under the Annual Incentive Plan at target (30% of base salary), and twelve months of Employer paid benefits as further outlined in Exhibit 1. c. Employee is currently part of an incentive plan with the Employer, the Annual Incentive Plan (the “Plan”). Employee will be paid out in accordance with the terms of this Agreement and the terms of that Plan for all payments provided for herein and/or owed to Employee as of the Separation Date. The 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 2015 Jeep Grand Cherokee with a net book value of $20,592.39), provided however the 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 (to include insurance) 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, 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 Employee pursuant to any incentive plan that Employee was a participant in. Pursuant to the terms of this Agreement, the COMPANY agrees Employee is entitled to pay EXECUTIVE cash severance benefitsno other compensation, subject to all applicable federalcommission, state and local income and payroll taxesbonus, deductions and withholdingsstock award, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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)benefit, or (ii) the tenth (10th) anniversary other form of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionscompensation. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange for the promises made herein, the Parties agree that: a. As consideration for Executive’s Final Compensation pursuant agreement to mutually terminate the Employment Agreement, to abide by revised post-termination restrictive covenants, to fully release Company from any and all claims, and the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEother duties and obligations of Executive contained herein, Company shall: (i) On Pay severance to Executive in an amount equal to his current annual salary. Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to twelve thousand five hundred dollars ($12,500) per bi-weekly pay period for twenty-six (26) pay periods following the effective date of this Agreement, which is Termination Date (the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective DateSeverance Period”), 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. However, EXECUTIVE shall not be entitled subject to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under ordinary and lawful deductions and Section 4(b) of below, except that no payments shall be made during the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months that begins immediately after the Separation Date. b. On the Effective Termination Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin ends on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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), Executive’s death or (ii) six months after the tenth (10th) anniversary of the date of grant of the respective stock optionTermination Date. The COMPANY payments that would otherwise have been made in such period shall be accumulated and EXECUTIVE agree paid in a lump sum on the first bi-weekly pay period after the end of such period. (ii) Pay to executive Executive the full year annual bonus, if any, that Executive would have received for calendar year 2008 had Executive remained employed with Company until the time of payment of bonuses to Company employees generally. Such annual bonus, if any, shall be paid in 2009 at the same time Company normally pays such other documents annual bonuses, subject to ordinary and lawful deductions and Section 4(b) below, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) six months after the Termination Date. The payments that would otherwise have been made in connection with such period shall be accumulated and paid in a lump sum on the foregoingfirst bi-weekly pay period after the end of such period. (iii) Permit Executive to continue medical and dental insurance coverage for Executive, including an amendment his spouse and his eligible dependents during the Severance Period on the same basis and at the same cost as similarly-situated active employees of Company, provided Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“C.O.B.R.A”), subject to Section 4(b) below. (b) Notwithstanding anything else contained herein to the contrary, no 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: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); and (ii) the applicable Stock Option Award Agreementsrevocation period thereunder has expired without Executive having elected to revoke the Release, as within thirty (30) days after the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE Termination Date. Executive agrees and acknowledges and agrees that he shall Executive would not be entitled any severance payment provided to the consideration described herein absent execution of the Release. Any payments to be made, or benefits to be delivered, under this Agreement if he fails 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 to return all assets Company and equipment provided the revocation period thereunder expires without Executive having elected to him for revoke the performance of his duties as requested by the COMPANYRelease, before such time. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for If you choose to sign and return this Agreement within the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided required time period and abide by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date other terms of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through Company agrees to provide you with the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date;following: (iiia) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreementif you timely elect COBRA, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised Company will waive your COBRA premiums until the earlier of (i) 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)March 31, 2027, or (ii) the tenth date that you become covered under a group health plan of another employer. You agree to promptly notify the Company if you become covered by a group health plan of another employer; (10thb) you will receive a payment equal to your prorated 2026 bonus at 100% target payable on the next regular paydate after the Separation Date; (c) You acknowledge and agree that Exhibit A hereto sets forth a complete list of all outstanding stock options that have been granted to you by the Company (the “Options”). With respect to the Options, the Company agrees as follows: (i) To the extent such Options have vested as of the Separation Date (the “Vested Options”), the period of time you have to exercise such Vested Options shall be extended from three (3) months after the Separation Date to the two-year anniversary of the date of grant Separation Date (but in no event later than the original expiration date(s) applicable to such Vested Options), subject to earlier termination in accordance with the terms and conditions of the respective stock option. The COMPANY Company’s 2021 Equity Incentive Plan, as amended and EXECUTIVE agree restated effective November 17, 2022, and as further amended on May 8, 2024 (the “Plan”), and your applicable grant agreements and notices (the “Extended Option Exercise Date”); and (ii) To the extent the Options are not vested as of the Separation Date (the “Unvested Options”), for a period of twelve months following the Separation Date such Unvested Options shall continue to executive such other documents in connection with the foregoing, including an amendment vest according to the vesting schedule applicable Stock Option Award Agreements, thereto under the related stock option grant agreement as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested you had remained employed by the COMPANY. e. EXECUTIVE acknowledges that Company through such twelve month period. A discussion of certain important federal income tax consequences related to the foregoing is adequate set forth in Section 5 below. To the extent that the Vested Options and/or Unvested Options that are treated as vested pursuant to Section 4(c)(ii) above are not exercised on or before the Extended Option Exercise Date, such Options shall thereupon terminate and be canceled and/or forfeited. For the avoidance of doubt, the Options that continue to vest for a period of twelve months following the Separation Date may be exercised at any time up until the two-year anniversary of the Separation Date, subject to earlier termination in accordance with the Plan or the applicable grant agreements and notices. You acknowledge that you are not otherwise entitled to these payments under any severance policy, plan, program, agreement, or otherwise and that the Company would not agree to provide you with these payments without your general release of claims and other promises in this Agreement. You also agree that these payments constitute good and valuable consideration for your general release of claims and other promises in this Agreement.

Consideration. In exchange consideration for the promises made hereinsigning this Agreement, the Parties agree that: a. As for Executivecomplying with its terms, and provided Employee does not revoke this Agreement, Golden Entertainment, Inc. agrees if Employee properly elects to continue coverage in Employer’s Final Compensation medical, dental and vision plan(s) pursuant to the Employment AgreementConsolidated Omnibus Budget Reconciliation Act (“COBRA”) and the applicable terms of the plan, Employer will pay all COBRA premiums (at the same level of coverage for Employee in effect immediately prior to the Separation Date) for twelve (12) months of such coverage unless Employee’s COBRA coverage period ends earlier (the “COBRA Payment Period”). Any further coverage beyond twelve (12) months will be at Employee’s expense. Should the COBRA policy lapse due to Employee’s non-payment of any employee premiums and/or Employee’s failure to submit required COBRA forms, it shall be the responsibility of Employee to cure such defects, and Employer will not be held liable for any lapses in coverage and will not be required to make any payments for continued healthcare coverage for the Employee during any lapse in COBRA coverage. If the Employer, in its sole discretion, determines the payments of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the following items described in clauses l(a)(i“Act”) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d105(h) of the Employment Agreement; (ii) On the Effective Date of this AgreementInternal Revenue Code, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus premium payments will be paid on imputed as income and treated as taxable to Employee to the first pay period following extent necessary to eliminate any discriminatory treatment or taxation under the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Act or Section 4(b105(h) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 policiesCode. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of this Agreement and the promises made release herein, the Parties agree that: a. As for Executiveand Employee’s Final Compensation pursuant to the Employment Agreementcompliance with Employee’s obligations hereunder, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by Company will provide Employee with the COMPANY to EXECUTIVEfollowing: (i) On the effective date severance pay of this Agreement$567,294, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to Employee’s base salary for a period of 12 months, to be paid in a lump sum on the eighth Company’s first regular payroll date following the Effective Date (8) day after the EXECUTIVE signs this Agreement (“Effective Date”defined below), 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On payment of a pro-rated bonus in the amount of $156,310.85, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to a pro-rated portion of Employee’s target bonus for 2024, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay payment of a separation bonus in the EXECUTIVE a “Dycom Deal Assistance” bonus amount of $220,000 grossed up 283,647, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to 100% of Employee’s target bonus for taxes. The bonus will 2024, to be paid in a lump sum on the Company’s first pay period regular payroll date following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”).; (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus after Employee’s insurance coverage under Section 4(b) the Company’s group benefit plans cease as of the Employment Agreement;Separation Date, if Employee timely elects to receive coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly the portion of COBRA premiums paid by Employee for Employee’s continuation of health, dental, and vision benefits coverage under the Company’s group benefit plans, for up to 12 months (less all lawful and authorized withholdings and deductions); provided, however, that Employee shall notify the Company if Employee participates in another group health, dental, or vision benefits from another employer, in which case, such COBRA subsidy shall terminate effective as of the first date Employee participates in such other group coverage; and (v) EXECUTIVE any outstanding equity awards granted to Employee under the Company’s equity compensation plans and that would have vested during the 12-month period following the Separation Date shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) become fully vested as of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 Date and otherwise treated in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state terms and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions conditions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on equity compensation plan and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionscorresponding award agreements. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (a) As consideration for the Employee’s promises made hereinin this Agreement, the Parties agree that: a. As for Executiveincluding Employee’s Final Compensation pursuant full release of claims in Section 4 of this Agreement, Employer agrees to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (i) On the effective date of this AgreementEmployer agrees to pay Employee a separation payment (“Separation Payment”) in a lump sum total gross amount equal to Three Hundred Seven Thousand Five Hundred ($307,500) Dollars; less all required government payroll deductions and withholdings, which is the eighth an amount equal to eight (8) day months of Employee’s current base wages. The Separation Payment shall be made within five (5) business days after the EXECUTIVE signs this Agreement Effective Date (“Effective Date”as that term is defined in Section 4 below), 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;. (ii) On As further consideration, Employer agreed to pay an amount equal to his target Employee bonus award for 2015 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”). For 2015, Employee’s target bonus is Five Hundred Forty-Six Thousand Seven Hundred Fifty ($546,750.00) Dollars (the “Bonus Award”). Employee understands and acknowledges that he would not otherwise be eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Award received is at the full discretion of the Employer. The Bonus Award shall be made within five (5) business days of the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date;. (iii) The COMPANY As further consideration, commencing on June 1, 2015, subject to the terms, conditions and limitations of that health insurance plan Employer shall pay for the EXECUTIVE a “Dycom Deal Assistance” bonus full cost of $220,000 grossed up Employee’s premium for taxes. The bonus will be paid on continued health insurance coverage under ETP’s health insurance plan and the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement Consolidated Omnibus Budget Reconciliation Act (“Effective DateCOBRA”) for a period of seven (7) months (the “COBRA Period”), so that, upon Employee making appropriate and timely election, the COBRA Period shall continue through December 31, 2015 with no interruption in coverage,. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. If Employee commences employment wih another Employer prior to the end of the COBRA Period and is offered health coverage, Employee must timely enroll in such new employer’s coverage and terminate the coverage provided by ETP within thirty (30) days of commencement of Employee’s new employment. (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEAdditionally, no later than September 15Employer agrees to, 2016 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 as soon as reasonably practical in accordance with applicable internal trading policies and/or rules and regulations of the COMPANYSecurities and Exchange Commission, remove all restrictions/restricted legends from Energy Transfer Equity, L.P. (“ETE”) and ETP common units currently beneficially owned by Employee to allow for the transfer, sale or disposal of such units at the Employee’s expense reimbursement policiesdiscretion. (viib) The COMPANY agrees As consideration for Employee’s agreement to reduce be bound by the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date restrictive covenants found in Section 6 of this Agreement, the COMPANY Employer agrees to pay EXECUTIVE cash severance benefits, subject the following: (i) ETP shall cause the Employee’s unvested restricted common units (as described below) awarded to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 the Employee pursuant to the terms of the Employment AgreementSecond Amended and Restated Partnership 2008 Long Term Incentive Plan (the “ETP Unit Plan”) and the Sunoco Partners LLC Long-Term Incentive Plan, as well as other provisions amended (the “SXL Unit Plan”) to be accelerated in their vesting. The Employee currently has outstanding awards under the ETP Unit Plan of 61,841 restricted common units and 32,600 restricted common units under the Employment SXL Unit Plan that are otherwise not scheduled to vest until after the Employee’s termination of employment (collectively the “Accelerated Vesting Units”). In connection with this Agreement which survive termination. Payments are and Section 2(b)(i) hereof, ETP shall or shall cause the Accelerated Vesting Units to begin on the COMPANY’s next regular payroll period accelerate and fully vest within ten (10) business days after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions . For purposes of the applicable Stock Option Award Agreements governing stock options granted rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges (“Restrictive Covenant Units”). Employee understands and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing acceleration of the Restricted Covenant Units is adequate a taxable event and will be subject to applicable government withholdings. Employee further understands and acknowledges that ETP will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated common units. Employee also understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the Restrictive Covenant Units, or payment of any amounts, under the ETP Unit Plan or the SXL Unit Plan, as both the ETP Unit Plan and SXL Unit Plan require continuing employment on the vesting dates of the awards in order to receive them. The consideration for given to Employee hereunder is expressly and completely conditioned upon Employee’s full compliance with the terms and conditions set forth in this Agreement. Employer hereby expressly reserves any and all rights and remedies available at law or in equity in the event of a breach or threatened breach of this Agreement by the Employee.

Consideration. (a) In exchange consideration for Employee’s agreement and compliance with the promises made herein, commitments herein and provided that this Confidential Separation Agreement and General Release (the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment “Agreement, the following items described in clauses l(a)(i”) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. Howeverrevoked by Employee, EXECUTIVE shall not be entitled CoStar agrees that pursuant to nor shall he receive any 2016 Retention Bonus under Section 4(d7(a) of the Employment Agreement;, dated April 24, 1998, as amended (the “Employment Agreement’), between CoStar and Employee, for a period from the Separation Date until January 5, 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, and subject to all federal, state and local taxes and withholdings and any other required withholdings. (b) CoStar further agrees that, in consideration for Employee’s 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) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through reimburse Employee for his reasonable and necessary business related expenses for which Employee incurred prior to the Separation Date according and which Employee submits to State requirements, with all PTO to cease to accrue as of CoStar a properly completed expense report within thirty (30) days from the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (ivc) EXECUTIVE shall CoStar further agrees that, in consideration for Employee’s agreement and commitments herein and provided that this Agreement has not be entitled been revoked by Employee, pursuant to nor shall he receive any 2015Executive Management Bonus under Section 4(b7(a) of the Employment Agreement; , all of Employee’s unvested options due to vest within the twelve (v12) EXECUTIVE month period following the Termination Date shall not be entitled vest on the Termination Date. CoStar and Employee acknowledge that Employee shall have ninety (90) days from the Termination Date to nor shall he receive exercise any 2016 Executive Management Bonus options granted to Employee under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVECoStar Group, no later than September 15, 2016 for the EXECUTIVEInc.’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 policies1998 Stock Incentive Plan. (viid) The COMPANY In consideration for Employee’s agreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar agrees to reduce continue providing Employee with access to CoStar’s employee health and benefit plans then in effect to the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Termination Date, and shall continue subject to be paid on the COMPANY’s regular payroll periods during the severance period any and as specified in the Employment Agreementall required withholdings and employee contributions. c. Notwithstanding any contrary provisions (e) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein, CoStar will pay Employee 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 applicable Stock Option Award Agreements governing stock options granted parties, in person, to EXECUTIVE pursuant the Employment Agreement, on render consulting services and following the Effective Date, any outstanding stock options with respect respond to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements future reasonable inquiries or requests for assistance from CoStar (or such comparable defined term relating its successors) related to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection matters arising during Employee’s employment with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsCoStar. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant agreed to the Employment by you and Viisage in this Letter Agreement, contingent on the expiration of the seven day revocation period described in Exhibit A, each of the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE:occur: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ July 26, 2006 Page 2 (i) A. On the effective date Termination Date, Viisage shall pay you aggregate severance in a lump sum amount of this Agreement$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 eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Termination Date”), the COMPANY Viisage 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE you a “Dycom Deal Assistance” prorated bonus payment for 2006 based on your current target bonus of $220,000 grossed up for taxes. The bonus will be paid 100,000, less applicable tax deductions, other withholdings required by law, and authorized deductions. C. Viisage shall pay you on the first pay period following the effective dateTransaction 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 is entitles you to continue your coverage under those plans for up to eighteen (18) months following the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Termination Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15Viisage shall, 2016 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. first twelve (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (612) months of Base Salary provided EXECUTIVE complies your COBRA period, pay the same percentage of your monthly premiums that it pays for active employees with Sections 7, 8, 10, and 22 the same coverage. For the remainder of the Employment AgreementCOBRA period you will be solely responsible for payment of your full monthly premiums. E. Provided that you remain eligible under the terms of the Company’s disability and life insurance plans and applicable law, you may continue to participate in such plans for up to twelve (12) months following the Termination Date, during which period the Company will pay the same percentage of your monthly premiums that it pays for active employees. F. Because the Transaction constitutes a “Change in Control” as well as defined in your outstanding stock option agreement, all of such stock options shall immediately become vested in full on the Transaction Date. Notwithstanding the provisions of your stock option agreement, effective upon the Termination Date, you will have the right to exercise those vested options at any time on or prior to February 20, 2007. All other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, option agreement shall remain in full force and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreementeffect. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted G. Viisage shall permit you to EXECUTIVE pursuant the Employment Agreement, on retain at no charge your cellular telephone and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionslaptop computer. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. (a) In exchange consideration for the promises made herein, the Parties agree thatEmployee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees: a. As for Executivei. to pay Employee Five Hundred Sixty Seven Thousand, Six hundred and Thirty Six Dollars ($567,636), less lawful deductions, representing 12 months of compensation at Employee’s Final Compensation pursuant base rate of pay, to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by as continuing payments of severance pay on Employer’s regular payroll dates over the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On 12 months following the Effective Date of this the Agreement; ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the Employer on your behalf. This must be initiated by Employee within 90 days of the Effective Date; and iii. assuming Employee’s proper election of and eligibility for COBRA coverage, the COMPANY Employer shall pay EXECUTIVE all PTO accrued but unused through on Employee’s behalf the premium costs for COBRA continuation coverage for medical, dental and vision insurance, for the earlier of twelve (12) months from the Separation Date according or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to State requirementsmodify, with all PTO terminate or otherwise change any benefit plan it has in effect at any given time, to cease the extent permitted by law, and such changes shall be effective immediately, including any changes to accrue as the employee share of the Separation Date;premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the payments made by Employer and all such payments must be mailed directly to the third-party administrator of COBRA. Employee must notify Employer upon commencing employment with a third party. (iii) The COMPANY shall iv. to pay the EXECUTIVE a fees set out in Schedule “Dycom Deal AssistanceA” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs to this Agreement (in exchange for Employee’s agreement to provide the services set out in Schedule “Effective Date”)A” to this Agreement. (ivb) EXECUTIVE shall not A form W-2 will be entitled issued to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 Employee and all relevant tax authorities in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect relation to the COMPANY’s stock held by EXECUTIVE on payments. Apart from the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating mandatory withholding which Employer is required to the period of exercisability of the stock options)take, or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE Employee acknowledges and agrees that he shall not be entitled any severance payment Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided under this Agreement hereunder. Employee agrees that Employee is responsible for all applicable taxes, if he fails to return all assets and equipment provided to him for any, as a result of the performance receipt of his duties as requested by the COMPANYthese monies in Paragraph 2. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment releases and covenants by Employee in this ​ Agreement, provided Employee signs and complies with this Agreement, re-executes and reaffirms the following items described covenants and releases in clauses l(a)(i) through l(a)(vii) shall be paid this Agreement on or provided by after Employee's Separation Date, and does not exercise the COMPANY right to EXECUTIVE: (i) On the effective date revocation under Section 5 of this Agreement, which is Employee shall receive the eighth following separation benefit(s) (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;Package"): (iia) On the Effective Date Payment of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus Executive's base annual salary of $220,000 grossed up for taxes400,000 over twelve (12) months. The bonus These salary continuation payments will be paid on the first pay Company's regular payroll schedule, subject to standard deductions and withholdings, over the twelve (12) month period following the effective dateSeparation Date; provided, which is however, that no payments will be made prior to the eighth (8) 60th day after following Employee's Separation Date. On the EXECUTIVE signs this Agreement (“Effective 60th day following the Executive's Separation Date”), the Company will pay Executive in a lump sum the salary continuation payments the Executive would have received on or prior to such date under the original schedule with the balance of the cash severance being paid as originally scheduled. Each check will be mailed to Employee at the last known address provided to the Company by Employee. (ivb) EXECUTIVE shall not be entitled Provided that Employee elects continued coverage under COBRA, the Company will pay Employee's COBRA premiums to nor shall he receive any 2015Executive Management Bonus under Section 4(bcontinue Employee's coverage (including coverage for eligible dependents, if applicable) through the period ("COBRA Premium Period") starting on Employee's Separation Date and ending on the earliest to occur of the Employment Agreement; (vi) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(btwelve (12) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by months following the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth date Employee becomes eligible for group health insurance coverage through a new employer; or (10thiii) anniversary of the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Employee must immediately notify the Company of grant of the respective stock optionsuch event. The COMPANY and EXECUTIVE agree to executive such other documents in connection with Notwithstanding the foregoing, including an amendment if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law, the Company instead shall pay to Employee, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable Stock Option Award AgreementsCOBRA premiums for that month, as subject to applicable tax withholdings, which Employee may, but is not obligated to, use toward the COMPANY may determine should be executed to effectuate the foregoing provisionscost of COBRA premiums. d. EXECUTIVE acknowledges and agrees that he (c) The vesting of Employee's stock awards shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges accelerated such that the foregoing shares subject to the stock awards that would have vested in the twelve (12) month period following the Separation Date shall be deemed immediately vested and exercisable as of Employee's last day of employment. Employee understands that the Separation Package is adequate consideration an additional benefit for which Employee is not eligible unless Employee elects to sign, not revoke, and reaffirm this Agreement.

Consideration. In exchange As a material inducement to and in consideration for Employee entering into this Release, and subject to the promises made hereinterms and conditions of this Release, the Parties agree thatSeverance Plan and the Participation Agreement (as defined below), Company agrees to provide the Employee with the severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as amended December 6, 2013 (the “Severance Plan”) and the Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Severance Plan) and described in Section 2(a) of the Participation Agreement. Such severance benefits shall be subject to the terms and provisions (including the time and form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. For clarity, these benefits are as follows: a. As for Executive’s Final Compensation pursuant to The Company shall pay Employee the Employment Agreementgross sum of Five Hundred Eighty Five Thousand, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: Six Hundred Twenty Five Dollars (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”$585,625.00), the COMPANY shall pay EXECUTIVE the amount representing fifteen (15) months of Base Salary as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue Employee’s base salary as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under as set forth in Section 4(b2(a)(1) of the Employment Participation Agreement; , which shall be payable in accordance with the Company’s normal payroll schedule over the fifteen (v15) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by month period following the Separation Date, subject to substantiation the six-(6) month delay described in Section 11 below to avoid adverse tax consequences to Employee in accordance with Section 5 of the Severance Plan and the Participation Agreement. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement, for a period of up to fifteen (15) total months, subject to the terms of the Participation Agreement and the Severance Plan. c. Employee shall become vested (to the extent not already vested) in the stock options and equity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date, Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. Notwithstanding the foregoing, effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the Separation Date) shall be extended to December 31, 2014, provided that Employee’s rights to exercise Employee’s vested options may terminate prior to such date by the EXECUTIVE date, in accordance with Employee’s violation of Employee’s obligations under this Release. Employee understands and agrees that the COMPANYamendment of Employee’s expense reimbursement policiesstock options to extend the post-termination exercise period will disqualify, as of the date of this Release, any options that were previously considered “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). By executing this Release, Employee consents to this amendment and that Employee has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under which they were granted. (vii) d. The COMPANY agrees Company will pay Employee’s attorneys for reasonable attorneys’ fees incurred in connection with their representation of Employee in the review of this Release, up to reduce a maximum of $7,500, upon the Restrictive Covenant Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. e. The Company will use commercially reasonable efforts to maintain an email message responding to Employee’s former Chimerix email address which states that Employee is no longer with the Company and provides a contact number to reach him, for a period of one year from one (1) year to six (6) months after the Separation Date. b. On f. Employee acknowledges that he is not eligible for the Effective Date severance benefits described in this Section 2 in the absence of his execution of the Participation Agreement and his execution and non-revocation of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment AgreementRelease. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for If you (a) sign and do not revoke this Agreement (b) comply with the promises made hereinobligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE:“Consideration”): (i) On You will receive continuation of your Base Salary in accordance with the effective Company’s regular payroll practices, less all relevant taxes and other withholdings, for a period of eighteen (18) months starting on the first payroll date following the Termination Date. (ii) For the eighteen (18) months following the Termination Date (the “Coverage Period”), if you timely and properly elect to receive continued health coverage under the Company’s health plan under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for reasonable fees and costs you incur for outplacement services during the twelve (12) months following the Termination Date, up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (30) days of the date the expense is incurred. (iv) 424,707 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for services performed. You will not be eligible for the Consideration described in this Paragraph 3 unless the Company has received an executed copy of this Agreement, which is the eighth (8) 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 paidrevoked. HoweverYou further agree that the amounts described in Section 3 are the full consideration for this Agreement and are equal to or exceed the severance benefits described in the Severance Agreement and are equal to or exceed any benefits, EXECUTIVE shall not compensation, or other financial consideration to which Employee would be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date absent his signing of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (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. (b) Company will pay Employee $30,000.00 (the “Separation 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 this 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 made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant and releases he is making in this Agreement he is not otherwise entitled to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE:Separation Payment. (id) On Employee will be released from all duties, obligations and responsibilities to the effective date Company, including the restrictive covenants, as set forth in the Employment Agreement attached as Exhibit 1 and Company will be released from all duties, obligations and responsibilities to Employee and the Employment Agreement is hereby terminated upon execution of this Agreement, which is . (e) For the eighth (8) day 90 days after the EXECUTIVE signs 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 Company. 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 take precedence over and may significantly limit Employee’s ability to make himself available to consult with Company under this Agreement 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 (“Effective Date”)a) above, 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. However, EXECUTIVE shall he will not be entitled to nor shall he receive additional compensation for any 2016 Retention Bonus time spent consulting under Section 4(d(c) of so long as the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which time spent is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)reasonable. (ivf) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of It is expressly understood and agreed that the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed consideration paid and other promises and releases by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment Company provided under this Agreement if he fails are in addition to return all assets amounts to which the Employee is otherwise legally entitled, and equipment provided to him that except for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for 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 employment relationship.

Consideration. In exchange 1.1 Glenmark shall pay the KOL a honorarium, which shall be more particularly set out in each SOW (“Honorarium”). 1.2 Unless otherwise agreed in a SOW, Glenmark shall pay the Honorarium only when the provision of the Services is completed by the KOL. 1.3 Glenmark shall make travel, ground transportation and accommodation arrangements where the KOL is required to undertake any such travel for the promises made herein, purpose of performing the Parties agree that:Services. a. As for Executive’s Final Compensation pursuant to 4.4 The Honorarium and the Employment Agreement, expenses shall constitute the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs consideration under this Agreement (“Effective DateConsideration”). The Parties agree that the Consideration represents fair market value for the Services and which is intended to cover the time spent performing the Services, including but not limited to, as applicable, time spent in (i) preparing 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. Howeverpresentation materials, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreementattending preparation meetings or conference calls, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay presenting the EXECUTIVE a “Dycom Deal Assistance” bonus materials and answering questions from the audience regarding the content of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective datepresentation, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of actively participating in the Employment Agreement; overall meeting/discussions, and (v) EXECUTIVE engaging in follow up activities. 4.5 All Consideration payable hereunder shall not be entitled exclusive of Goods and Service Tax (“GST”) and shall be subject to nor deduction of taxes as statutorily required. 4.6 KOL shall he receive any 2016 Executive Management Bonus issue a valid tax invoice / debit or credit note in the format prescribed under Section 4(bthe relevant GST Act and rules framed thereunder (“GST Law”) including e-invoicing requirement. If the Services are taxable under GST, the KOL shall ensure that the contents prescribed by the GST Law like GST number along with HSN code for services and QR code/IRN number (if applicable) are reflected on the face of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreementinvoice. Further, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin tax invoice / debit or credit note shall be uploaded on the COMPANY’s next regular payroll period after GSTN portal within the Effective Date, and prescribed timelines. KOL shall continue to be paid on incorporate the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options transaction with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided Glenmark under this Agreement if he fails in the periodical statutory returns filed by it within the prescribed time as required under the relevant and applicable GST Law and shall ensure that all taxes due as per the said return has been duly remitted in the manner prescribed under applicable law. Non – compliant invoices will be rejected with reasons and KOL shall be required to return all assets send the revised invoice / debit or credit note. This is mandatory to ensure compliance with GST. If GST is exempted, necessary certificates and equipment declaration is to be provided to him for the performance of his duties as requested by the COMPANYGlenmark. e. EXECUTIVE acknowledges 4.7 Any mismatches reported by GSTN portal, if due to error by ▇▇▇, shall be reconciled and resolved by KOL within the prescribed time. In all such cases where Glenmark is not able to avail input tax credit of GST amount paid or denied to Glenmark on account of mismatches on GSTN portal, non- payment of GST to government, non-filing of GST returns, non-uploading of invoice within due timelines, or uploading invoice with incorrect GSTIN of Glenmark, or other reasons attributable to any failure on KOL part including e-invoicing requirement, then the KOL agrees that Glenmark shall have the foregoing right to set-off any such amounts (along with interest and penalty payable to government authorities) from any amounts that is adequate consideration already due or will become due and payable to the KOL under this Agreement or any other agreement. Further, Glenmark also reserves the right to recover the amount from the KOL for this Agreementwhich the input tax credit of GST could not be availed and any interest and penalty so charged by government on Glenmark for such default of the KOL by raising a debit note, ▇▇▇ will be responsible to make payment against such debit note within 7 days from date of issuance of debit note.

Consideration. In exchange consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s adherence to the promises made herein, the Parties agree Employer agrees that: a. As (a) Employer will pay Employee severance in the form of salary continuation for Executivea period of seventy-two (72) weeks in the amount of Employee’s Final Compensation normal base salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4; and (b) Employer will pay Employee a gross amount of Fifteen Thousand Dollars ($15,000) payable in two checks as follows: i. $3,500 allocated to Employee for alleged attorneys’ fees and made payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates; and ii. $11,500, minus applicable taxes and withholdings, allocated to Employee for alleged lost wages and made payable to Employee. These amounts shall be subject to applicable withholdings and taxes. A form 1099 will be issued with check (i), and a Form W-2 shall be issued in connection with check (ii). The settlement checks shall be delivered to Attorney ▇▇▇▇▇▇ within ten (10) days of the expiration of the revocation period set forth in Paragraph 4 and Attorney ▇▇▇▇▇▇ providing Employer with a W9. ; and (c) If Employee converts one or more of his Employer provided basic life insurance policy, voluntary life insurance policy or long term care insurance policy to a private policy, Employer will agree to reimburse Employee the cost of such continuing coverage for the length of the severance period set forth in 2(a) up to a maximum of $500 per month with the balance of any remaining payments being paid by Employee. All other Employer provided benefits shall terminate upon the Effective Date; and (d) Employer shall engage the services of ▇’▇▇▇▇▇▇, ▇’▇▇▇▇▇▇ and ▇▇▇▇▇ within sixty (60) days of the expiration of the revocation period set forth in paragraph 4 to provide outplacement services to Employee up to a maximum of $14,000; and. (e) Employee currently has a loan from Employer with the amount of the outstanding principal balance being approximately $36,300. Employee shall be required to satisfy this loan by paying off all principal and interest when due pursuant to the Employment payment terms as they existed prior to the Effective Date - specifically, monthly payments equal to accrued interest and one ninety-sixth (1/96) of the outstanding principal balance; and (f) Employee currently has a mortgage on his home through Employer. The terms of that mortgage shall remain the same after the Effective Date as they were prior to the Effective Date; and (g) If Employee should die during the severance period set forth in 2(a), any remaining payments due and owing under 2(a) will be paid, in the same manner and time as above, by Employer to Employee’s designated beneficiary that he names here: My designated beneficiary for such payments is ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇; and (h) Upon the expiration of the revocation period in paragraph 4 and retroactive to the Effective Date, Employee shall become a consultant to Employer per the terms of Exhibit A. Employer has represented that it does not expect to retain Employee’s Services under the Consulting Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall and Employee has no expectation that he will be paid or provided by the COMPANY to EXECUTIVE:retained for such Services; and (i) On If Employee applies for unemployment benefits requiring Employer to designate the effective date reason for Employee’s separation from employment, Employer shall characterize it as a “separation from employment - willful misconduct not alleged.” Employer shall take no affirmative actions seeking to preclude Employee’s recovery of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement;unemployment benefits; and (iij) On the Effective Date first regular pay day following the execution of this Agreement, Agreement and the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as expiration of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay revocation period following the effective dateset forth in Paragraph 4, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY Employer shall reimburse EXECUTIVEEmployee for 15 accrued, no later than September 15, 2016 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 policiesunused PTO days. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee executing this Separation Agreement and complying with its terms and conditions beginning on the promises made hereindate Employee was provided with this Separation Agreement, the Parties agree thatand provided Employee is not terminated for Cause, then: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall Employee will be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary his annual base salary in effect as of such the date Employee was provided with this Separation Agreement through the Separation Date; and b. Provided further that has been earned Employee signs the Release Agreement in the form attached as Exhibit A containing a general release of claims co-extensive and substantially similar with the release set forth in Paragraph 3 below to include a release of all claims through the Separation Date but has not been paid. However(the “Release Agreement”) on or within three (3) days of, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by before, the Separation Date, subject to substantiation prior to such date by and does not thereafter revoke acceptance of the EXECUTIVE in accordance same, then Employer will provide Employee with the COMPANY’s expense reimbursement policies.following consideration: i. Employer will pay to Employee Severance Payments in equal installments over a period of 9 months following the Payment Commencement Date in an amount equal to: (viiA) The COMPANY agrees to reduce the Restrictive Covenant period from one nine (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (69) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 Employee’s annual base salary then in effect as of the Employment date Employee was provided with this Separation Agreement, as well as other provisions plus (B) an amount equal to a pro-rated portion of Employee’s annual short-term incentive compensation at Employee’s target level (“Target Bonus”) for the Employment Agreement which survive termination. Payments are year of 2024, without regard to begin on whether the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options performance goals with respect to such Target Bonus have been established or met, less standard employment-related withholdings and deductions; and ii. Provided Employee is eligible for and timely elects COBRA group health care insurance continuation coverage, Employer shall reimburse Employee for the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised monthly premium to continue such coverage until the earlier of of: (i) the expiration date last calendar day of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to 9th month anniversary following the period month in which the termination of exercisability of the stock options), Employee’s employment occurred; or (ii) the tenth (10th) anniversary end of the date of grant of the respective stock optioncalendar month in which Employee becomes eligible to receive group health plan coverage under another employee benefit plan. The COMPANY and EXECUTIVE agree to executive After such other documents in connection with the foregoingtime, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should Employee will be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him solely responsible for the performance full cost of his duties as requested by the COMPANYEmployee’s COBRA Premiums. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made hereinProvided that Executive signs this Agreement and does not revoke it, the Parties agree thatCompany agrees to provide certain payments and benefits to Executive pursuant to the terms and conditions set forth below: a. As for Executive’s Final Compensation pursuant to Executive shall receive the Employment Agreement, the following items described compensation and/or benefits specified in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d5(b)(ii) of the Employment Agreement; (ii. For purpose of ease of reference only, Section 5(b)(ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on provides: If such termination occurs after the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after following the Separation Commencement Date, but before the first anniversary of the Commencement Date, the Company shall pay or provide Executive (a) one hundred percent (100%) of her current total Annual Base Salary as specified in Section 4(a) (subject to such withholdings as required by law) in periodic payments (consistent with the payroll periods then in effect) for twelve (12) months following the Termination Date, beginning on the first payroll date following the Termination Date, (B) the Continuation Period Benefits, (C) the Pro-Rata LTIP, provided that with respect to the LTIP relating to the performance period beginning in 2016, Executive shall be credited with two additional years of service credit for purposes of determining the amount of Pro-Rata LTIP Executive is entitled to received, (D) the Pro-Rata Annual Bonus for the year in which the Termination Date occurs and (E) Executive shall become vested in a pro-rata portion of the first installment of the Initial Grant Option based on the number of days elapsed between the Commencement Date and the Termination Date. b. On Executive shall receive the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state Accrued Benefits and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as payment schedule specified in Section 2 of the Employment Agreement. c. Notwithstanding any contrary provisions If currently enrolled, Executive shall continue to receive life, accident, disability, and long-term care insurance coverage through the Termination Date, and medical, dental, vision and flex spending account benefits through the last day of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary month of the date of grant termination of Executive’s employment. Thereafter, Executive will be eligible for continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). This coverage can be continued for up to a maximum of eighteen (18) months, following Executive’s termination date, at 102% of the respective stock optionfull group premiums, payable by Executive. The COMPANY and EXECUTIVE agree In addition, Executive shall have the opportunity to executive continue Executive’s life insurance coverage by paying the full premiums for such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionscoverage. d. EXECUTIVE acknowledges Executive shall remain entitled to indemnification and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets directors and equipment provided to him for officers insurance coverage per Section 4(h) of the performance of his duties as requested by the COMPANYEmployment Agreement. e. EXECUTIVE Executive acknowledges that some or all of the foregoing consideration paid pursuant to this Agreement is more than Executive would otherwise be legally entitled to receive and that such consideration is adequate consideration for the agreements and covenants contained herein. f. The payments to be provided to Executive shall begin to be paid on the first payroll date following the Resignation Date. In the event Executive does not sign this Agreement or revokes this Agreement, Executive will repay amounts paid by the Company prior thereto.

Consideration. In exchange for Executive shall receive, in full settlement (except as provided herein) of any compensation and benefits to which he would otherwise be entitled under the promises made hereinEmployment Agreement or under any other compensation or benefits plan, program, policy or arrangement maintained by the Parties agree thatCompany in which Executive has at any time been a participant, including without limitation, accrued vacation and other paid time off: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) 2.1 Executive shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On payment for accrued and unpaid base salary through the Effective Date of this AgreementDate, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxesless applicable income and employment tax withholding and benefit plan deductions. The bonus will net amount paid pursuant to this Section 2.1 after applicable deductions and withholding shall be paid on the first pay period earlier of the next regular payroll date of the Company following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)Date or such earlier date as may be required by law. (iv) EXECUTIVE 2.2 Executive shall not be entitled to nor payment for accrued and unpaid vacation through the Effective Date, less applicable income and employment tax withholding. The net amount paid pursuant to this Section 2.2 after applicable withholding shall he receive any 2015Executive Management Bonus under Section 4(b) be paid on the earlier of the Employment Agreement;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. (v) EXECUTIVE 2.3 Executive shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) payment of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE a cash severance benefitspayment in the amount of $1,461,811.00, subject to all less applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six employment tax withholding. The net amount after applicable withholding shall be paid within thirty (630) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period days after the 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, a request for all expenses to which he is entitled to receive reimbursement pursuant to Company policies or his Employment Agreement. The Company agrees to pay such amounts within 10 days of the date the Executive submits such requests. Executive agrees that 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 Act of 1985, as amended (“COBRA”), 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 does not revoke the release contemplated hereunder, the Company shall pay Executive’s COBRA premiums for the lesser of (a) twelve (12) months following the Effective Date; (b) until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for 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 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 similar requirements under any stock option plan, restricted stock or other non-qualified deferred compensation plan shall be accelerated to the date 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 paid on the COMPANY’s regular payroll periods during the severance period governed under such plans and programs, as specified in the Employment Agreementapplicable. c. Notwithstanding 2.7 If any contrary provisions of annual bonus is paid out under the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options incentive compensation plan in which Executive participated with respect to the COMPANY2005 plan year, then Executive shall be entitled to a bonus for the 2005 plan year equal to Executive’s stock held by EXECUTIVE on target bonus amount times the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term bonus achievement percentage relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreementsplan, as determined by the COMPANY may determine should compensation committee, which bonus shall be executed to effectuate paid in the foregoing provisions. d. EXECUTIVE acknowledges timing and agrees that he manner as the Company’s other annual bonuses generally, less applicable income and employment tax withholding. This provision shall not be entitled entitle Executive to receive any severance payment provided bonus if bonuses are not paid out under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANYplan in which Executive was a participant. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange As consideration for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Employee's entering into this Agreement, the Company agrees: a) Employee shall receive from the Company a lump sum cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following items expiration of the revocation period described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEparagraph 11 below: (i) On 52 weeks of pay, computed at the effective date of this Agreement, which is Employee's regular weekly base salary in effect on the eighth Termination Date (8) day after the EXECUTIVE signs this Agreement (“Effective Date”such gross amount equal to $150,000), 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date a bonus payment equal to 38% of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according Employee's annual base salary (such gross amount equal to State requirements, with all PTO to cease to accrue as of the Separation Date$57,000); (iii) The COMPANY 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 pay continue to provide life, medical, dental and long-term disability benefits (the EXECUTIVE "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 “Dycom Deal Assistance” bonus maximum monthly benefit of $220,000 grossed up 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 taxesthe 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. The bonus 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 and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid on entirely by the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)Employee. (iv) EXECUTIVE shall If the Company's Plans do not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 provide 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods continued medical and/or dental benefit coverage during the severance period and as specified in Severance Period, then the Employment Agreement. c. Notwithstanding any contrary provisions of Termination Date will be considered the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) the expiration date of the original “Option 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” as defined under , the Employee will be charged only the amount that such Stock Option Award Agreements Employee would have paid for such coverage had such Employee remained employed by the Company (or the "Employee Premium") (and the Company paying the remainder), and after the end of such comparable defined term relating to Severance Period and for the period of exercisability remainder of the stock optionsCOBRA 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), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he Employee shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.be

Consideration. In exchange As good consideration for the promises made herein, the Parties agree that: a. As for ExecutiveEmployee’s Final Compensation pursuant to the Employment execution and delivery of this Separation Agreement, Company shall provide Employee with the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVEfollowing: (iA) On the effective date Employee will be eligible to receive payments equal to the sum of this Agreement, which is nine (9) months' of the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Employee's Base Salary as of such date that has been earned through at the rate in effect immediately prior to the Separation Date but has not been paid. HoweverDate, EXECUTIVE shall not less applicable withholdings and authorized deductions (the "Severance Payments") to be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(dpaid in equal installments bimonthly (for clarity, two times per month) of in accordance with the Employment AgreementCompany's regular payroll practices, commencing on May 31 2022; (iiB) On a one-time bonus payment of $24,826.67 in connection with the Effective Date Employee’s service to the Company as the Head of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according Strategic Partnerships to State requirements, with all PTO to cease to accrue as of be paid on the Separation Date; (iiiC) The COMPANY shall pay monthly payments equal to the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) amount of the Employment Agreement; (v) EXECUTIVE shall not be entitled monthly cost to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) Employee of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 healthcare and life insurance coverage for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by Employee and his dependents at such rate as is in effect on the Separation Date, subject for the period beginning on the day following the Separation Date and ending on the nine (9) month anniversary of the Separation Date, not to substantiation prior exceed $866 per month; (D) the Company will pay Employee’s life insurance premiums on a quarterly basis, for the period beginning on the day following the Separation Date and ending on the nine (9) month anniversary of the Separation, Date, not to such date exceed $10,500 per quarter; and (E) for each outstanding stock option held by the EXECUTIVE in accordance with Employee under the COMPANYCompany’s expense reimbursement policies. (vii) The COMPANY agrees 2017 Omnibus Equity Incentive Plan, as amended and restated, for which vesting is time-based, will have their vesting accelerated upon the Separation Date as if the Employee had provided service to reduce the Restrictive Covenant period from one (1) year to Company for an additional six (6) months beyond the Separation Date and all of the Employee's outstanding vested stock options shall remain exercisable for a period that expires nine (9) months from the Separation Date (or earlier expiration of the options term). Employee acknowledges that (i) as of the Separation Date, 2,517,713 options have vested, which includes the options so accelerated pursuant to subsection (E) above, and (ii) no additional options shall vest after the Separation Date. b. On . For avoidance of doubt, Employee acknowledges that he has forfeited 754,188 unvested options as of the Effective Date Separation Date. Employee acknowledges that nothing in this Separation Agreement shall be deemed to be an admission of this Agreement, liability on the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months part of Base Salary any of the Company Released Parties. Except as provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of in the Employment Agreement, as well as other provisions Employee agrees that Employee will not seek anything further from any of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment AgreementCompany Released Parties. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange consideration for Employee entering into this Agreement and fully abiding by its terms, and assuming Employee has not revoked this Agreement as described in Paragraph 20 below, Kellogg agrees to provide Employee with the promises made herein, the Parties agree that:following consideration: Severance Compensation and Benefits. a. As for Executive’s Final Compensation (a) Kellogg agrees to provide Employee severance compensation and benefits pursuant to the Employment Agreementterms and conditions of the Kellogg Company Severance Benefit Plan (the "Plan"), a copy of whi▇▇ ▇▇ ▇ttached to this Agreement as Exhibit A, and the following items described in clauses l(a)(i) through l(a)(vii) terms of which are incorporated herein. Employee represents and warrants that Employee has read the Plan and understands its meaning and application. For purposes of the Plan, Employee agrees that Employee is, and shall receive benefits under the Plan as, a Senior Executive who is a Direct Report of the Chief Executive Officer. According to the Plan, Employee shall receive severance pay under the Plan equal to two years of base salary and two years of target bonus. Such amount shall be paid or provided by to Employee in equal installments from the COMPANY to EXECUTIVE: Departure Date until August 28, 2008 (ithe "Severance Leave of Absence") On in accordance with Kellogg's then-current payroll practices. Employee shall also receive an Annual Incentive Plan pro-rata Target Bonus (as described under the effective Annual Incentive Plan) for performance year 2004 payable within 30 days after the date of this Agreement. Employee shall receive all other benefits as provided under the Plan during the Severance Leave of Absence. In addition to the benefits provided under the Plan, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and Employee shall continue to be paid on accrue credited, vesting and eligibility service under the COMPANY’s regular payroll periods Kellogg Company Pension Plan during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions Severance Leave of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment AgreementAbsence; ▇▇▇▇▇ded, on and following the Effective Datehowever, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for additional pension benefit attributable to this Agreement.provision shall be payable from the Kellogg Company

Consideration. In exchange consideration for signing this Agreement and compliance with the promises made herein, Company agrees to the Parties agree thatfollowing: a. As Company shall pay Employee Nine Hundred Fifty Thousand Dollars ($950,000.00), less lawful and customary deductions, which represents severance pay. Said payment shall be made within ten (10) business days following the expiration of the revocation period provided in Section 19 of this Agreement (and in all events no earlier than January 1, 2018 and no later than March 15, 2018). b. Company shall pay Employee a service bonus of Nine Hundred Fifty Thousand Dollars ($950,000.00), less lawful and customary deductions. Said payment shall be made within ten (10) business days following the expiration of the revocation period provided in Section 19 of this Agreement (and in all events no later than December 31, 2017). c. Company shall pay Employee an additional Five Hundred Ninety-Two Thousand Five Hundred Dollars ($592,500.00), less lawful and customary deductions, which represents Employee’s prorated discretionary bonus for Executive’s Final Compensation the 2018 fiscal year pursuant to Section 2(c) of the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) . Said payment shall be paid or made within ten (10) business days following the expiration of the revocation period provided by the COMPANY to EXECUTIVE: (i) On the effective date in Section 19 of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (and in all events no later than December 31, 2017). d. Employee acknowledges that he shall have the option to convert and continue Employee’s health insurance after the Separation Date, as may be required or authorized by law under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Effective DateCOBRA”) and the California Continuation Benefits Replacement Act of 1997 (“Cal-COBRA”), as amended. If Employee opts to so convert and continue Employee's health insurance, Company shall for 24 months pay the COMPANY shall pay EXECUTIVE monthly COBRA premiums (18 months) and Cal-COBRA premiums (6 months) for said converted and continued health insurance that it paid for Employee’s health insurance at the amount of Base Salary time Employee’s employment with Company terminated. Except as of such date that has been earned through provided in this Agreement (and as controlled by COBRA and Cal-COBRA), from and after the Separation Date but has not been paid. HoweverDate, EXECUTIVE Employee shall not be entitled to nor shall he receive participate in or accrue any 2016 Retention Bonus other payments or benefits under any employee benefit plan of Company. The Company’s obligation to pay for premiums pursuant to this Section 4(d2(b) does not apply to any coverage that the Company is not required to offer Employee pursuant to applicable law and is in all events subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences. e. Each installment of Employee’s outstanding and unvested time-based and performance-based restricted stock units (“RSUs”) and time-based and performance-based non-qualified stock options (“Options”) granted to Employee pursuant to Section 5 of the Employment Agreement; Agreement that are scheduled to vest within the period commencing twelve (ii12) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through months following the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid accelerate and become fully vested on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On f. Payment by Company of Employee’s American Airlines Concierge Key Membership through December 31, 2018. g. Concurrently herewith, Company and Employee are entering into a consulting services agreement (the Effective Date of this “Consulting Services Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6”) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) the expiration date of the original “Option Period” form attached hereto as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.Exhibit A.

Consideration. a. In consideration of and exchange for the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant agreement to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date terms of and entry into this Agreement, including without limit the Forbearance Agreement attached hereto as Attachment A, which Executive acknowledges is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”)an integral part of, 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. Howeverand material inducement for, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused Company hereby agrees to provide Executive with the following severance payments and benefits (individually and collectively the “Severance Payments”): (i) continued base salary payments at her current base salary rate of $350,000 for nine months following the Termination Date (the “Severance Period”) in the aggregate gross amount over the Severance Period equal to $262,500 (to be paid in bi-weekly installments with the Company’s normal payroll); (ii) two bonus payments in the respective aggregate gross amounts equal to (I) $34,650 to be paid within five business days of the termination of Executive’s employment in accordance with this Agreement (which amount is intended to represent the discretionary non-annual component of Executive’s bonus opportunity for the fiscal year 2012 under her 2012 Executive Incentive Plan through the Separation Date according end of the Company’s 2012 third quarter of operations), and (II) a pro-rated quantitatively calculated annual bonus amount equal to State requirements75% of the full amount of such quantitative annual bonus amount under Executive’s 2012 Executive Incentive Plan, such full annual amount to be calculated under such plan at a time and on a basis consistent, as applicable, with all PTO other similarly situated executives and determinations of the Company’s Compensation Committee following completion of the 2012 fiscal year and which shall be paid to cease Executive within five business days of the end of the Severance Period; (iii) reimbursement for any cobra payments actually made by Executive over the nine month period described in 2a(i) after any cobra election by Executive related to accrue Executive’s healthcare benefits in place immediately prior to the termination of Executive’s employment; and (iv) a six month extension of the exercisability of any outstanding options vested as of the Separation Termination Date; (iii) The COMPANY shall pay , granted to Executive under the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period Company Incentive Stock option plans and which would otherwise terminate 90 days following the effective dateTermination, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVEprovided however, no later than September 15, 2016 for such extension shall apply to extend the EXECUTIVE’s business expenses which have been incurred but not reimbursed maximum ten year life of any such option. All Severance Payments shall be subject to withholding by the Separation DateCompany in any amounts the Company deems appropriate or desirable in its sole discretion, shall be payable subject to substantiation prior the obligations, terms and conditions provided in the Forbearance Agreement and shall be subject to such date offset against amounts owed by Executive to the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation DateCompany. b. On In further consideration of and as a material inducement for the Effective Date of Company to enter into this Agreement, the COMPANY agrees parties hereby agree to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of enter into the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Forbearance Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE Executive acknowledges and agrees that he shall not be entitled any severance payment provided under this the attached Forbearance Agreement if he fails provides a reasonable and good faith effort to return all assets protect confidential, proprietary or trade secret information of the Company and equipment provided to him for protect the performance of his duties as requested by the COMPANYCompany from unfair competition and that it is reasonable in its scope and terms. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for Pursuant to Employee’s Employment Agreement dated January 17, 2007 as amended by Amendment No. 1 thereto dated December 30, 2009 (the promises made herein, “Employment Agreement”; capitalized terms not otherwise defined herein shall have the Parties agree that: a. As for Executive’s Final Compensation pursuant to meaning ascribed thereto in the Employment Agreement), as modified hereby, and as express consideration for Employee’s execution of and compliance with the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date terms of this AgreementSeparation Agreement and Release, which is the eighth Employer agrees to pay Employee separation payments as follows: • $714,000 as severance pay, reflecting twelve (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of 12) months Base Salary as in effect at the Separation Date; and • $1,627,000, as severance pay, reflecting the average of such date that has been earned through Employee’s Bonus for the two (2) years preceding the year in which the Separation Date but has not been paidoccurs (2016 and 2017); and • An amount equal to Employee’s annual auto allowance ($30,000), payable in 12 equal monthly installments of $2,500 each. However, EXECUTIVE shall not be entitled Subject to nor shall he receive any 2016 Retention Bonus under Section 4(d) of Employee’s continued compliance with the Employment Agreement; (ii) On the Effective Date of this Agreementterms hereof, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus separation payments will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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 made in accordance with the COMPANYEmployer’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreementregular payroll practices, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to and less all applicable withholdings for federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10Social Security, and 22 of all other customary withholdings. Subject to Employee’s continued compliance with the Employment Agreementterms hereof, as well as other provisions of and expressly subject to Amendment No. 1 to the Employment Agreement which survive termination. Payments are to begin on regarding the COMPANY’s timing of payments, the separation and severance payments will be distributed in bi-weekly installments beginning with the next regular payroll period that is processed within fifteen (15) business days after the Effective Separation Date. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the last day of the month in which Employee’s employment terminates, at the Company’s expense, and shall continue to be paid on the COMPANY’s regular payroll periods Company will reimburse Employee for any COBRA payments he makes during the severance period 12 months following the Separation Date. 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 continuation requirements of COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985, as specified in amended), Employee may be entitled to elect to continue such COBRA coverage for the Employment Agreement. c. Notwithstanding any contrary provisions remainder of the applicable Stock Option Award Agreements governing stock options granted COBRA eligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to EXECUTIVE pursuant continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the Employment AgreementCOBRA eligibility period, on Employee becomes employed by a third party and following is eligible for coverage under the Effective Dategroup benefits plan of the new employer, any outstanding stock options with respect Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the COMPANY’s stock held by EXECUTIVE on the Separation Date may commencement of this employment. Such notice shall be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating delivered to the period of exercisability of the stock options)Systemax Inc., or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoingAttn: Benefits Department, including an amendment to the applicable Stock Option Award Agreements▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the COMPANY may determine should be executed to effectuate the foregoing provisions▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange (a) As consideration for Employee’s continued employment through September 30, 2011, Company agrees to pay Employee the promises made hereinamount set forth in paragraph 2, the Parties agree that:below. a. (b) As consideration for Executive’s Final Compensation Employee’ non-competition and release undertakings and his other undertakings set forth herein and pursuant to the Employment Agreementterms of the Company’s Executive Severance Arrangement, Company agrees to pay Employee twenty six bi-weekly payments of $12,884.62 each beginning October 1, 2011. Such bi-weekly payments will be made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Employee is not required to be paid pursuant to the foregoing for two full weeks (i.e., the first and last pay cycle of this period), his bi-weekly payment may be prorated accordingly so that the total payments over the twelve month period are equal to $335,000. (c) Beginning on the first of the month following items described the Termination Date and continuing for twelve months, Company agrees to provide Employee with an additional monthly severance payment which, after tax, is equal to the portion of the premium for Health Benefits coverage for Employee and Employee’s current eligible dependents that the Company was paying immediately prior to the Termination Date plus the amount the Company has paid into Employee’s Health Savings Account on a monthly basis while Employee was employed by the Company, so long as Employee continues to pay the regular employee share of such premium. This payment will be contingent upon Employee electing the COBRA coverage. Except as provided herein, nothing in clauses l(a)(i) through l(a)(vii) this Section shall be paid deemed to require the Company to reimburse Employee for any deductibles, co-pays or provided other similar type payments incurred by Employee relating to the COMPANY Health Benefits. Following the twelve month period after the Termination Date, Employee shall be responsible for the full COBRA cost of the group health plan benefits for himself and his eligible dependents through the remainder of his COBRA eligibility period. (d) Continue Employee’s Basic Life Insurance coverage through the earlier of the twelve month anniversary of the Termination Date or the date on which Employee secures new employment. (e) Pay for or reimburse Employee for outplacement services at a cost not to EXECUTIVE:exceed $15,000 that have been incurred prior to the earlier of the twelve month anniversary of the Termination Date or the date on which Employee secures new employment; (f) Should Employee secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments, outplacement service fees, Health Benefits and any Company payments for Health Benefits and COBRA continuation or life insurance benefits for the period following Employee’s attainment of other employment. (g) Employee will be able to exercise stock options and stock-settled appreciation rights that are vested as of the Termination Date for two months following the Termination Date. No accelerated vesting of equity grants will occur and equity grants will not vest during the six-month exercise period. Company’s obligations under this Section 1 are contingent upon (i) On Employee’ execution of this Agreement and compliance with the effective date terms of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) 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 (ii) the tenth seven (10th7) anniversary day revocation period provided in Section 8, below, having expired and (iii) Employee having not exercised that right of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsrevocation. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for consideration of Employee’s execution of this Agreement and the promises made hereinRelease Agreement, Employer shall provide Employee with the Parties agree thatfollowing: a. As (a) An aggregate of $180,000 (less customary withholdings and deductions) shall be payable as a 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 a lump sum on the eighth day after Employee’s execution and delivery of the Release Agreement and the expiration of the revocation period (which is a condition to such payment) which Release Agreement shall be executed on the Separation Date; and (c) Reimbursement of Employee’s COBRA premiums for Executive18 months following the Separation Date, plus an additional amount (payable as and when such premiums are due) equal to the cost of the premiums for Employee to obtain 12 additional months of medical benefits comparable to Employer’s Final Compensation pursuant benefit plan as determined by Employer’s Board of Directors as of the Separation Date. 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 from another health insurance carrier during this time period in 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 following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Severance Agreement, which is or any other oral or written agreement between the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant 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 may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term parties relating to the period of exercisability of the stock options), Employee’s employment or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoingseparation therefrom, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE severance. Employee further acknowledges that the foregoing is adequate consideration 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 AgreementAgreement shall be deemed to be 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 Employer.

Consideration. In exchange consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s adherence to the promises made herein, the Parties agree Employer agrees that: a. As (a) Employer will pay Employee a gross amount of Five Thousand Dollars ($5,000) payable in a check for Executivealleged attorneys’ fees and made payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ along with a form 1099. This check shall be delivered to Attorney ▇▇▇▇▇ within ten (10) days of the expiration of the revocation period set forth in Paragraph 4 and Attorney ▇▇▇▇▇ and Employee providing Employer with completed W9s; and (b) Employer will pay Employee severance in the form of salary continuation for a period of seventy-four (74) weeks in the amount of Employee’s Final Compensation normal base salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4; and (c) If Employee elects to continue health coverage in accordance with the continuation requirements of COBRA, Employer shall pay the cost of said coverage for a period of time that begins upon the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4 and continues for a period of eighteen (18) months. Thereafter, Employee, if then eligible, may elect to continue such COBRA coverage for the remainder of the COBRA period at Employee’s own expense. This period of continued health coverage being paid for by Employer shall be deemed to run concurrent with the continuation period federally mandated by COBRA, or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees. Employer’s obligation to reimburse Employee the cost of coverage under 2(c) shall cease immediately if at any time before the eighteen month deadline Employee becomes eligible to receive benefits through another employer’s plan. Employee has an obligation to inform Employer (through its General Counsel’s office) immediately upon becoming eligible to receive health care insurance from another employer; and (d) It shall engage the services of an outplacement service provider as chosen by Employee (subject to Employer’s approval which will be granted if selection is reasonable) to provide outplacement services to Employee up to a maximum of $15,000 if Employee indicates (no later than thirty (30) days of the expiration of the revocation period set forth in paragraph 4) that she has a desire to use such services; and (e) Employee is currently a participant in Employer sponsored plans or programs through which she has received or, to the extent she were employed, is eligible in the future to receive restricted common stock that may only vest pursuant to the Employment Agreementterms of the particular plan or program. Employer hereby agrees to vest Employee in 2,000 shares of said restricted common stock awarded pursuant to Restricted Stock Agreement dated as of February 24, 2012 upon the execution of this Agreement and the expiration of the revocation period in paragraph 4 and following items described the requisite Committee approvals. All other restricted shares of common stock received by Employee or that may have been awarded to Employee are hereby forfeited. Employee agrees to enter into or execute any other documentation that Employer reasonably may require in clauses l(a)(i) through l(a)(vii) shall be paid or provided order to give effect to the vesting of such restricted common stock. At Employer’s sole discretion, it may elect to pay Employee a lump sum equal to the market price of the stock on the date the Agreement is signed as determined using the closing price of the stock reported by the COMPANY New York Stock Exchange; and (f) Employee is currently a participant in Employer’s Annual Incentive Plan (“AIP”). Should Employer meet the 2012 corporate goals contained in the AIP as determined at year end, Employer will pay Employee a pro rata distribution of 50% of what Employee would have otherwise been entitled to EXECUTIVE:receive had she remained employed through December 31, 2012 and assuming she had achieved her individual goals. If Employer fails to meet its 2012 corporate goals, Employee shall receive no award. All other current or future benefits of the AIP are hereby forfeited; and (g) To the extent such benefits can be converted to individual policies in accordance with their terms, and if Employee converts one or more of her Employer provided life insurance policy(ies) to a private policy, Employer will agree to reimburse Employee the cost of such continuing coverage for the length of the severance period set forth in paragraph 2(b) up to a maximum of $500 per month with the balance of any remaining payments being paid by Employee. All other Employer provided benefits except as specifically provided for herein, shall terminate upon the Effective Date; and (h) If Employee applies for unemployment benefits requiring Employer to designate the reason for Employee’s separation from employment, Employer shall characterize it as a “separation from employment—willful misconduct not alleged.” Employer shall take no affirmative actions seeking to preclude Employee’s recovery of unemployment benefits; and (i) On the effective date first regular pay day following the execution of this Agreement, which is Agreement and the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) expiration of the Employment Agreement;revocation period set forth in Paragraph 4, Employer shall reimburse Employee for 10 accrued, unused PTO days; and (iij) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 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. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods If Employee should die during the severance period set forth in 2(b), any remaining payments due and as specified owing under 2(b) will be paid, in the Employment Agreementsame manner and time as above, by Employer to Employee’s designated beneficiary, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. c. Notwithstanding any contrary provisions (k) Provided Employee submits, in advance, a script of the applicable Stock Option Award Agreements governing stock options granted prepared remarks that focus on comments that are positive in nature, Employer shall make arrangements for her to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options meet with respect a limited audience (that must be agreed to in advance by Employer) for fifteen (15) minutes or less provided that her oral comments stick to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisionsscript. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses l(a)(i1(a)(i) through l(a)(vii1(a)(iv) of this Agreement shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, 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 EXECUTIVE a “Dycom Deal Assistance” bonus full amount of $220,000 grossed up the EXECUTIVE’s Management Bonus for taxes. The bonus will be paid on calendar year 2014 within one week of the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Separation Date”).; (iv) The COMPANY shall pay EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) $950,000 representing the full amount of the Employment Agreement;EXECUTIVE’s Discretionary Bonus within one week of the Separation Date; and (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15February 27, 2016 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. (vii) b. The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local federal income and payroll taxes, deductions and withholdings, totaling thirty-six (636) months of Base Salary provided EXECUTIVE complies with Sections 77 (as amended herein), 8, 10, 9 and 22 of the Employment Agreement, as well as other provisions 10 of the Employment Agreement which survive termination(the “Severance Payment”). Payments are to begin on shall be paid in accordance with the COMPANYfollowing 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 DateDate of this Agreement, and shall continue to be (B) each of the remaining three (3) payments (the “Quarterly Payments”) being paid on the COMPANY’s regular next payroll periods during period following the severance 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 as specified in each of the Employment Agreementremaining 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 such request be made in writing and accompanied with a fair market appraisal within thirty (30) days of the Separation Date. d. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will 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 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 plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to thirty-six (36) months or such shorter period allowed by COBRA from the Separation Date. 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 shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(d) 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 the 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 100% of the monthly premiums on the 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 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 Respective Policies listed in (iii) and (iv) above to Cayenne G▇▇▇▇▇▇. After the 36 month period expires, to the 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 on such policy for the remainder of the 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 (ia) 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 (iib) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive 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. d. g. EXECUTIVE acknowledges and agrees that represents that, as of the Effective Date, he shall not be entitled any severance payment provided under this Agreement if he fails has returned to return 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. e. 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 exchange for You are currently receiving the promises made herein, the Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or severance benefits provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) 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. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d7(a) of the Employment Agreement; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as in satisfaction of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus obligations to you upon termination of $220,000 grossed up your employment for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled Good Reason pursuant to nor shall he receive any 2015Executive Management Bonus under Section 4(b6(e) of the Employment Agreement; , and the Company agrees to continue to provide you such severance benefits during the Severance Period (v) EXECUTIVE shall not be entitled as defined herein). Subject to nor shall he receive any 2016 Executive Management Bonus under your continued compliance with the terms of this Agreement and the non-revocation of the release set forth in Section 4(b7 hereof prior to the Effective Date, and in consideration of the covenants and the release set forth in this Agreement, the “Severance Period” (as defined in Section 7(a) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed will be increased by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after and approximately three (3) weeks from eighteen (18) calendar months, so that the Separation Date. b. On Severance Period will end on May 19, 2004, as opposed to October 22, 2003. A summary of any other compensation that you are entitled to receive and the Effective Date amounts that you owe the Company is attached hereto as Exhibit 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 this Agreementthe Company during the Severance Period, the COMPANY agrees Company will reimburse you for the cost of the premiums for such coverage, but it will be your obligation to pay EXECUTIVE cash severance benefitsremit 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 all applicable federaland on a basis comparable in the aggregate with the terms and conditions of the Company’s healthcare plans including any successor plans, state provided, however, in the event the Company terminates or discontinues its healthcare plans or any successor plans, the Company shall remain obligated to make available to Executive healthcare coverage comparable in the aggregate (or reimburse Executive for same) during the Severance Period. You understand and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10agree that your participation during the Severance Period will run simultaneously with, and 22 of therefore reduce, the Employment Agreement, as well as other provisions of coverage continuation period under “COBRA,” to the Employment Agreement which survive terminationextent applicable. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options Except with respect to your accrued and vested rights under the COMPANY’s stock held by EXECUTIVE on NGP tax-qualified 401(k) plan and the Separation Date may NGP Deferred Compensation Plan, and as otherwise expressly provided herein, you will not be exercised until entitled to any compensation, severance or benefits from the earlier Company or any of (i) its subsidiaries or affiliates after 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 (ii) the tenth (10th) anniversary of the date of grant of the respective stock optionTermination Date. The COMPANY and EXECUTIVE agree to executive such other documents in connection with Notwithstanding the foregoing, including an amendment following the Termination Date, while serving as a member of the Board, you will be eligible to receive the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment benefits generally provided to him for other non-employee directors as in effect from time to time, and the performance Indemnification Agreement between you and the Company, dated as of his duties as requested by December 14, 2001 (the COMPANY“Indemnification Agreement”), will continue in accordance with the terms thereof. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.