Common use of Consideration Clause in Contracts

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

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided 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 signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) accrue as of the Separation Date. ; (iii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COBRA coverage benefit will be paid on a monthly basis until COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the earliest of: 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. (ivi) twelve The COMPANY agrees to reduce the Restrictive Covenant period from one (121) year to six (6) months after the Separation Date; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, 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 subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes 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 withholdings required 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 lawEXECUTIVE 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 she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for the remainder performance of her duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution 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, and provided 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 signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of 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 “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) 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 COBRA coverage benefit bonus will be paid on a monthly basis until the earliest of: first pay period following the effective date, which is the eighth (i8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) twelve EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (12v) 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; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, 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 subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes 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 withholdings required 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 lawEXECUTIVE 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 remainder performance of his duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVE: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under the Employment Agreement; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 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. b. After the 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, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days EXECUTIVE complies with Articles 7, 8, and 9 of the Separation Date 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 Notice 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 “Supplemental ReleasePre-Pack”) and does not revoke it). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the Company will provide Employee with COMPANY shall, prior to the following severance benefits: filing of any such plan, make all payments due to EXECUTIVE hereunder in a Severance Paymentlump sum. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as severance payments provided for in this paragraph are in addition to and not part of the Separation Date in Notice Period Payment. c. EXECUTIVE may have the gross amount right to continue certain benefits pursuant to Section 4980B of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Internal Revenue Code of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to eighteen (and her covered dependents18) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 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 benefit will 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 a monthly basis 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 earliest of: earlier of (i) twelve the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (12) months after or such comparable defined term relating to the Separation Date; period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date when Employee becomes eligible for substantially equivalent health insurance coverage of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal including an amendment to the COBRA premium for such monthapplicable Stock Option Award Agreements, less applicable federal, state as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and local payroll taxes agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and other withholdings required by law, equipment provided to him for the remainder performance of his duties. f. EXECUTIVE acknowledges that the COBRA Payment Periodforegoing is adequate consideration for this Agreement.

Consideration. (a) In consideration exchange for Employee’s obligations to 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 execution 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 will be paid following Employee’s separation from service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “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) (“Termination Date”), Employee shall receive such additional amounts and benefits that he would have received under the Plan and his outstanding equity awards as if he had a Termination of Employment for Good Reason during the Post-Change Period. (b) I understand that any payments or benefits paid or granted to me under Section 4.01 of 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 provided that Employee signs do not revoke this Agreement within the Supplemental time period permitted hereafter and (ii) execute the Affirmation and Additional Release of Claims attached hereto as Exhibit B (the “Affirmation”) on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) 21 days after the Supplemental Release Effective Retirement Date, as defined thereinand do not revoke the Affirmation within the revocation period set forth in the Affirmation. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Such payments and benefits will not be considered compensation for purposes of 1985any employee benefit plan, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationprogram, policy or arrangement maintained or hereafter established by the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee or its Affiliates. (and her covered dependentsc) as In lieu of an Annual Incentive Award under Section 4.01(a)(ii) of the Separation Date. The COBRA coverage benefit will be paid on Plan for the fiscal year in which his termination of employment occurs, Employee shall receive a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfPro-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 Rata Bonus based upon hisTarget Annual Incentive Award calculated through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodTermination Date.

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

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

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

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

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

Consideration. In consideration of Employee’s execution of for entering this Agreement, and provided that Company agrees to provide to Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five following: a. Between ten (510) days and fourteen (14) days after Employee delivers to Company an executed copy of the Separation Date (the “Supplemental Release”) this Agreement and does so long as Employee has not revoke itexercised his right of revocation as described in Section 8.g below, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve to Employee severance in an amount equal to twenty-four (1224) months of Employee’s base salary Base Salary as of the Separation Date in the gross date of this Agreement for a total amount of $512,500.00607,000.00, subject less applicable and appropriate withholdings customarily withheld from payroll (hereinafter the “Severance Amount”), with such amounts to standard payroll deductions and withholdings. This amount will be paid over a period of twenty-four (24) months in a single lump sum no later thirty accordance with the current payroll schedule that Employee has been paid through the date of this Agreement commencing with the execution of this Agreement. b. Between ten (3010) days and fourteen (14) days after Employee delivers to 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 Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action sum of 1985, as amended $50,000.00 (including a “COBRA”gross up” amount to cover Employee’s personal income taxes payable in connection therewith) for relocation expenses. c. Company shall also reimburse Employee for reasonable expenses associated with outplacement employment activities for Employee. d. As of the date of this Agreement, Employee has been granted 250,000 stock options with an exercise price of $4.84 per share; and her covered dependents following 30,000 stock options with an exercise price of $12.90 per share. All of Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) 280,000 stock options granted as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) date of this Agreement shall vest fully as of the date when of this Agreement and such options shall expire on the second anniversary of the date of this Agreement. e. As of the date of this Agreement, Employee becomes eligible for substantially equivalent has been granted 100,000 shares of restricted stock with 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 shall provide Employee an amount equal to Employee’s COBRA health insurance coverage 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 complete settlement of all claims and potential claims against Company to 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 claimed damage, costs, or attorneys’ fees in connection with new employment the matters encompassed in this Agreement or self-employment; or (iii) under the date terms of the Amended and Restated Employment Agreement entered August 10, 2004. h. Employee ceases acknowledges and agrees that Company has made no representations to be eligible for COBRA continuation coverage for him regarding the tax consequences of any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums 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 paid with respect to the severance payment. Employee further agrees to indemnify and hold Company harmless from any 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 or pursuant to claims made under any federal or state tax laws, and any costs, expenses or damages sustained by Company by reason of any such claims, including any amounts paid by Company as taxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise. i. Employee represents that prior to the receipt of any amounts or benefits set forth in this Section, the he will return to Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodall files, a fully taxable cash payment equal records, documents, drawings, specifications, client lists, equipment and property, any and all inventory, graphics, designs, and similar items relating to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder business of the COBRA Payment PeriodCompany.

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

Consideration. In consideration of EmployeeIf Executive signs (and does not revoke) and fully complies with Executive’s execution of continuing obligations under the Employment Agreement and under this Agreement, and provided that Employee signs in consideration for Executive’s additional promises set forth in Schedule A to this Agreement, which is hereby incorporated by reference herein: (i) Company will accept Executive’s resignation under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5Employment Agreement and will waive the Resignation Notice Period required by section 2.1(1) days of the Separation Date Employment Agreement; (the “Supplemental Release”ii) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The waive any entitlement to recover Executive’s residential relocation expenses; and (iii) Company will pay Employee, as severance, the equivalent of twelve (12) to Executive 12 months of Employeepay equal to Executive’s most recent annual base salary as of the Separation Date in salary, or the gross amount of $512,500.00450,000, subject minus legally required withholdings, in equal bi-weekly installments over a 12-month period (the “Consideration Installments”), provided that: (a) if Executive commences any employment, consultancy, or other arrangement resulting in Executive’s compensation for any services by a counterparty (the “Counterparty”), then Executive will immediately notify Company of the date of commencement of the engagement (the “Commencement Date”), its duration, the identity of the Counterparty, the remuneration to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended provided to Executive (“COBRARemuneration”), and particulars of the services to be provided by Executive to Counterparty; (A) for Employee and her covered dependents following Employee’s separation, If the Company shall pay determines that the business of the Counterparty is competitive to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) business of the Company, then as of the Separation Commencement Date. The COBRA coverage benefit , Executive’s non-competition obligations to Company under the Employment Agreement will be paid end and Company shall have no obligation to pay any remaining Consideration Installments; (B) If the Company determines that the business of the Counterparty is not competitive to the business of the Company, and the Remuneration (calculated on a monthly basis until bi-weekly basis) is less than the earliest of: remaining Consideration Installments, then as of the Commencement date, Company will pay Executive the difference between the Remuneration the remaining Consideration Installments. If the Remuneration exceeds the remaining Consideration Installments, then Company shall have no obligation to pay any remaining Consideration Installments; (iiv) twelve (12) months Executive will receive his current health and insurance benefits, at the Company’s expense, for one year after the Separation Date, or the Commencement Date, whichever is earlier; and (iiv) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonCompany will pay Executive’s August reimbursable expenses, including plan termination housing, provided that all expenses are in accordance with Company policies and the necessary business purpose and receipt are provided by Executive for each expense (such period from the Separation Date through the earlier of items (i)-(iiiiii)-(v), collectively, the “COBRA Payment PeriodConsideration Payment”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration for signing and not timely revoking this Confidential Separation Agreement and General Release (hereinafter referred to as “Agreement”), and complying with its terms, BioTelemetry agrees: a. to pay Employee an amount equal to ___________________ ($_____________), less lawful deductions, representing one times (1.0x) Employee’s current annual Base Salary; b. to pay Employee an amount equal to one times (1.0x) Employee’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings; c. [if the Separation Date occurs within 30 days preceding or 12 months following a Corporate Transaction, to accelerate the vesting of all equity awards granted to Employee prior to the Separation Date, such that all such awards shall be deemed fully vested and immediately exercisable;] and d. to continue participation in the medical, dental and vision plans in which Employee (and where applicable, Employee’s spouse and dependents) was enrolled as of Separation Date until the earlier of: (a) the date that is twelve (12) months after the date of Employee’s execution Separation Date, or (b) the date upon which Employee becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Employee had continued in employment during such period. Employee agrees to immediately notify the Company in writing in the event Employee becomes eligible to so enroll. All other benefit programs to which Employee is currently entitled shall cease as of this Agreementthe Separation Date. Employee will be provided with an explanation, under separate cover, of Employee’s rights, if any, pursuant to BioTelemetry’s 401(k) Plan. The amounts set forth in paragraphs 2.a. and provided that Employee signs 2.b. shall be paid in installments over twelve (12) months following the Supplemental Release of Claims attached hereto as Exhibit B on or Separation Date in accordance with the Company’s payroll practices commencing within five sixty (560) days of the Separation Date (the “Supplemental Release”) and provided Employee does not revoke itthis Agreement, as set forth below). On the first regular payroll day following the date this Agreement becomes effective, the Company will provide pay Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeamounts set forth in paragraphs 2.a and 2.b that Employee would otherwise have received under this Agreement on or prior to such date but for the delay in payment related to the effectiveness of this Agreement, as severance, provided that if the equivalent of twelve sixty (1260) months of Employee’s base salary as of the Separation Date day period crosses two tax years and this Agreement becomes effective in the gross amount of $512,500.00current tax year, subject to standard payroll deductions and withholdings. This amount payment will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee commence on the last day of each remaining month of first payroll date in the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodnew tax year.

Consideration. In consideration of Employee’s execution of for Employee signing this AgreementAgreement and General Release, and provided that complying with its terms, Momenta agrees to provide the following separation benefits in accordance with and pursuant to the Executive Employment Agreement between Employee signs and the Supplemental Release Company dated as of Claims attached hereto October 27, 2016 (as Exhibit B on or within five (5) days of the Separation Date (amended, the “Supplemental ReleaseEmployment Agreement”): (a) and does not revoke itFour hundred twenty thousand dollars ($420,000), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of representing an amount equal to twelve (12) months of Employee’s gross base salary as of the Separation Date in the gross amount date of $512,500.00termination, subject less lawful deductions, to standard payroll deductions and withholdings. This amount will be paid in a single equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; (b) One hundred sixty eight thousand dollars ($168,000), less lawful deductions, representing the greater of (i) the annual discretionary target bonus for Employee for fiscal year 2018 and (ii) the annual bonus paid to the Employee for fiscal year 2017, to be paid in one lump sum no later thirty (30) days on the next payroll date following the 60th day after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that date of termination; (c) if Employee is eligible for and timely elects continued to continue his medical, dental and/or vision health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“pursuant to COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay continue to health contribute, until the earlier of twelve (12) months following the date of termination or the date on which Employee becomes eligible to receive group medical, dental and/or vision insurance provider coverage through a new employer (the full monthly “Contribution Period”), toward the cost of Employee’s COBRA premiums necessary the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by Employee on a monthly basis. After the Contribution Period, Employee may continue receiving coverage under COBRA at his own cost if and to continue Employee’s and Employee’s covered dependents’ health the extent that he remains eligible for COBRA continuation. Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for group medical and/or dental insurance coverage that is through another employer; (d) the Company shall continue to provide benefits to Employee in effect for Employee (and her covered dependents) accordance with any applicable life insurance, accident and/or disability plans under which he was eligible as of the Separation Date. The COBRA coverage benefit will date of termination consistent with such benefits as may be paid on a monthly basis provided to active and similarly situated employees covered by such plans, until the earliest of: earlier of (i) twelve (12) months after following the Separation Date; date of termination or (ii) the date when on which Employee becomes eligible for to receive substantially equivalent health insurance comparable coverage in connection with through a new employment or self-employment; or employer (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Extended Benefits Period”). Notwithstanding ; provided, however, that if such plans do not permit continued coverage of Employee following the foregoing, if at any time the Company determines that its payment date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectiontermination, the Company shall pay instead reimburse Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period, payable in accordance with Section 10(d). Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for life insurance, accident and/or disability coverage through a new employer; (e) Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of termination (collectively, the “Outstanding Stock Options”) for a period of twelve (12) months from the date of termination (the “Extended Vesting Date”) regardless of whether Employee maintains a continuous service relationship with the Company during such time and, subject to the terms of the applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the last day earlier of each remaining month three months after the Extended Vesting Date and the original expiration date of the COBRA Payment PeriodOutstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a fully taxable cash payment equal continuous service relationship with the Company after the Extended Vesting Date, Employee will be eligible for continued vesting and exercisability of any Outstanding Stock Options as described in, and subject to the COBRA premium for terms of, the documents governing the Outstanding Stock Option. Employee shall also be entitled to immediate vesting, on the date of termination, of any restricted stock awards and restricted stock unit awards with underlying shares that (i) vest solely through the passage of time (i.e., service-based vesting) and not upon the achievement of specified conditions or milestones (i.e., nonce-based vesting) or (ii) accelerate in accordance with their terms in connection with Employee’s termination without cause (collectively, “Outstanding Restricted Stock Awards”), in each case that would have vested during the period of twelve (12) months from the date of termination; provided that, if any such monthawards constitute “non-qualified deferred compensation” subject to Section 409A (as defined in Section 10), then such awards will vest on the date of termination and will be paid or settled, as applicable, in accordance with the schedule that applies to such awards notwithstanding the accelerated vesting provisions of this Section to the extent necessary to avoid a prohibited distribution under Section 409A. For the avoidance of doubt and notwithstanding the contrary terms of any Outstanding Restricted Stock Award, Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the Company following the date of termination and Employee shall have no further rights with respect to any Outstanding Restricted Stock Awards that remain unvested after taking into account the vesting provisions set forth in this Section 2(e); and (f) The gross amount of two hundred thirty seven thousand two hundred eighty dollars ($237,280), less applicable federallawful deductions, state to be paid in equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; provided, however that (i) if Employee enters into a written agreement for full-time employment with a new employer on or before February 22, 2019, then any remaining unpaid amounts under this Section 2(f) will be forfeited and local will not be paid to Employee or (ii) if Employee does not enter into a written agreement for full-time employment with a new employer on or before February 22, 2019, then any remaining unpaid amounts under this Section 2(f) will be paid to Employee in a single lump sum on the Company’s first regular payroll taxes date that occurs after February 22, 2019 (and other withholdings required by lawin all events no later than March 15, for the remainder of the COBRA Payment Period2019).

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days signing of the Separation Date (Release attached as Schedule B as well as the “Supplemental Release”) promises and does not revoke itcovenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions Section 2 hereof and withholdings. This amount will be paid full compliance by the Executive with Section 4 hereof: a) Any unvested, time-based restricted stock units granted before 2019 shall continue to vest during the Non-Competition Period; b) Any unvested, time-based restricted stock units granted in 2019 prior to the Retirement Date shall continue to vest during the Non-Competition Period in a single lump sum no later thirty (30pro-rated amount based on the number of days that the Executive was employed during 2019; c) Any unvested stock options granted before 2019 shall continue to vest and become exercisable during the Non-Competition Period; d) Any unvested stock options granted in 2019 prior to the Retirement Date shall continue to vest and become exercisable during the Non-Competition Period in a pro-rated amount based on the number of days after that the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Executive was employed during 2019; e) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Any vested stock options as of the Separation Date. The COBRA coverage benefit will Retirement Date or stock options that become vested during the Non-Competition Period may be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, exercised for the remainder of the COBRA Payment Periodgenerally applicable term of such option, which in all cases is no later than seven (7) years from the respective dates of grant; f) Any unvested, performance-based restricted stock units awarded more than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the three-year performance period at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement; and g) Any unvested, performance-based restricted stock units awarded less than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the performance period (i) in a pro-rated amount of shares based on the number of days that the Executive was employed during the 365 calendar day period following the grant date, and (ii) at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company as of the Retirement Date. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of Section 1(a), (b), (c), (d), (f) and (g) shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Section 2 or Section 4. Notwithstanding anything to the contrary herein, the settlement date for equity grants that become vested by reason of the application of Section 1(a), (b), (f) and (g) shall occur no later than December 31 of the year in which such vesting occurs. Executive acknowledges that he is not and would not be entitled to the consideration described in this Section 1 absent his execution and non-revocation of this Agreement and the release. The consideration described in this Section 1 is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive’s retirement. The parties acknowledge that Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, other than all accrued wages and unused vacation time as of the Retirement Date. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement Date and that the settlement or exercise of rights under such grants shall not be accelerated.

Consideration. In consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s execution adherence to the promises made herein, Employer agrees that: (a) Employer will pay Employee a gross amount of this Agreement, Five Thousand Dollars ($5,000) payable in a check for alleged attorneys’ fees and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or made payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ along with a form 1099. This check shall be delivered to Attorney ▇▇▇▇▇ within five ten (510) days of the Separation Date expiration of the revocation period set forth in Paragraph 4 and Attorney ▇▇▇▇▇ and Employee providing Employer with completed W9s; and (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Employer will pay Employee, as severance, Employee severance in the equivalent form of twelve salary continuation for a period of seventy-four (1274) months weeks in the amount of Employee’s normal base salary as salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this Agreement and the expiration of the Separation Date revocation period set forth in Paragraph 4; and (c) If Employee elects to continue health coverage in accordance with the gross amount continuation requirements of $512,500.00COBRA, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Employer shall pay to health insurance provider the full monthly COBRA premiums necessary 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 Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodperiod 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 terms 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 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 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 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 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 first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4, Employer shall reimburse Employee for 10 accrued, unused PTO days; and (j) If Employee should die during the severance period set forth in 2(b), any remaining payments due and owing under 2(b) will be paid, in the same manner and time as above, by Employer to Employee’s designated beneficiary, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (k) Provided Employee submits, in advance, a script of prepared remarks that focus on comments that are positive in nature, Employer shall make arrangements for her to meet with 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 script.

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

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

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

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

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

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

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

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

Consideration. In As consideration for the covenants set forth in Section 3, and subject to your execution and non-revocation of Employee’s execution of a Release (as defined in Section 6(b)) within the time limits set forth in this Agreement, and provided that Employee signs the Supplemental Release Company agrees as follows: (a) In connection with the termination of Claims attached hereto as Exhibit B on or within five your employment with the Company (5) days irrespective of the Separation Date (the “Supplemental Release”) and does not revoke itreason for, or manner of, such termination), unless your employment is terminated due to your death or Disability, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00Company, subject to standard payroll deductions the Company’s waiver right set forth in Section 7, shall: (i) pay you in the form of salary continuation, in equal installments in accordance with Section 6, during each year of the two-year period in which the 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 (hereafter referred to as your “Base Salary”); (ii) subject to the Company’s ability to do the same in accordance with the terms of the applicable program documents and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateapplicable law, as defined therein. b COBRA. Provided that Employee timely elects 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 under for which you are eligible pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for Employee and her covered dependents following Employee’s separationyou actually enroll within the applicable statutory period, the Company shall pay a portion of the premiums for such coverage in an amount equal to health insurance provider the full monthly 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, (y) the date on which COBRA premiums necessary benefits cease to continue Employee’s be available to you under applicable law or (z) the date on which you enroll in another medical plan (and Employee’s covered dependents’ 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 that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of under applicable law, then you may continue to participate in lieu of paying COBRA premiums pursuant such coverage thereafter at your expense to this Sectionthe extent provided under any applicable law); and (B) during the entire two-year period in which the covenants set forth in Section 3 are in effect, the Company shall pay Employee the premiums (on a semi-annual basis) for the Company-provided life insurance you elect to “port” following your termination of employment (and you shall be able to continue any supplemental life insurance coverage at your own expense following separation from the Company). (b) If your employment with the Company is terminated by you for Good Reason or by the Company without Cause, the 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 Section 6, an annual bonus amount equal to the lesser of (i) the “target” amount that you would have been eligible to receive under the Company’s annual bonus plan for corporate non-commissioned employees (the “Annual 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 opposed to the maximum level), or (ii) if the 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 (ii) 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 on which the bonus payments are actually paid out shall not apply for the purposes of the entitlement under this Section 5. (c) PAETEC Holding shall provide in each agreement evidencing awards of stock options, stock appreciation rights, restricted stock, stock units or other equity-based awards granted to you on or after the date of this Agreement (collectively, the “Applicable Awards”) that: (i) if your employment with the Company is terminated by you for Good Reason or by the Company without Cause, 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 each remaining month employment with the Company for purposes of determining the expiration date of your Applicable Awards); and (A) immediately prior to the consummation of a Change of Control Transaction, all restricted stock, stock units and similar awards that are Applicable Awards held by you shall vest and the shares of stock subject thereto shall be delivered to you, and (B) 15 days prior to the scheduled 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) Notwithstanding anything in this Agreement to the contrary, the following benefits shall cease as of the COBRA Payment Period, a fully taxable cash payment equal Termination Date: (i) your contributions and contributions on your behalf to the COBRA premium for such monthCompany-sponsored Code Section 401(k) plan, less applicable federal, state and local payroll taxes any other retirement plan maintained by the Company; (ii) your coverage under the Company’s short-term and long-term disability policies; and (iii) your coverage under all other withholdings required by law, for benefit programs. (e) Nothing in this Section 5 or otherwise in this Agreement shall be construed to impose an obligation on the remainder of Company to continue your employment or retain you in any capacity after the COBRA Payment PeriodTermination Date.

Consideration. You understand and acknowledge that you are not entitled to separation pay or the other consideration set forth herein pursuant to Company policy, by contract, or otherwise unless you execute this Agreement on or after the Employment End Date and do not revoke this Agreement. In consideration of Employee’s exchange for your execution of this Agreement and release of claims and other promises in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not unless you timely revoke itthis Agreement pursuant to Paragraph 8 below, the Company will provide Employee with pay you: (a) separation payments in gross amounts equivalent to your regular base salary from the following severance benefits: a Severance Payment. The Company will pay EmployeeEmployment End Date through January 1, as severance2026 (or, if earlier, the equivalent of twelve (12) months of Employee’s base salary date your services as of a Strategic Advisor to the Separation Date Company terminate in the gross amount of $512,500.00accordance with this Agreement), subject to standard less all applicable payroll deductions and withholdings. This amount will be paid in withholdings (the “Transition Pay” and each payment a single lump sum no later thirty “Transition Payment”); and (30b) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under if you elect benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) ), benefits separation payments representing Company-paid COBRA premiums for Employee you and her your covered dependents following Employeefrom the Employment End Date through January 1, 2026 (or, if earlier, the date your services as a Strategic Advisor to the Company terminate in accordance with this Agreement) (the “COBRA Pay” and each payment a “COBRA Payment”). The Transition Pay and COBRA Pay will be made in equal installments on the Company’s separationnormal pay dates beginning on the first Company pay date after the Effective Date; provided that the initial Transition Payment and the initial COBRA Payment shall include amounts due between the Employment End Date and the date the applicable initial payment is made. Through January 1, 2026, the total Transition Pay is $110,769.23, less applicable deductions and withholdings, and the total COBRA Pay is $5,653.30, less applicable deductions and withholdings. You acknowledge that each of the Transition Pay and COBRA Pay exceeds any earned wages or anything else of value otherwise owed by the Company to you. In addition, in exchange for your execution of this Agreement and release of claims and other promises in this Agreement, and unless you timely revoke this Agreement pursuant to Paragraph 8 below, the Company shall pay will permit your outstanding equity awards with respect to health insurance provider the full monthly COBRA premiums necessary Company’s Class A common stock to continue Employee’s to vest in accordance with their existing schedules through January 1, 2026, subject to and Employee’s covered dependents’ health insurance coverage that is conditioned upon your continuous service as a Strategic Advisor to the Company through the applicable vesting dates, and except as provided in effect for Employee (Paragraph 13 below. Your outstanding equity awards will remain subject to the terms and her covered dependents) as conditions of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company’s equity plan, the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage applicable award agreements and any other requirements provided to you in connection with new employment or self-employment; or the granting of such equity awards, except as may be amended by the terms of this Agreement (iiithe “Equity Documents”). For the avoidance of doubt, and except as provided in Paragraph 13 below: (a) the date Employee ceases to you will not be eligible for COBRA continuation coverage any new or additional equity awards, and no acceleration or other modification of your existing equity awards is provided under this Agreement; (b) if your Strategic Advisor status terminates for any reasonreason prior to a scheduled vesting date, including plan termination all then-unvested portions of your equity awards will be immediately forfeited and canceled without consideration, and you will have no further rights with respect to such awards; and (such period from the Separation Date through the earlier c) any portions of your equity awards that remain unvested as of January 1, 2026 (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingor, if at any time earlier, your last date of service with the Company determines Company) will be automatically forfeited and canceled without consideration as of that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawdate, then in lieu of paying COBRA premiums pursuant and you will have no further rights with respect to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodawards.

Consideration. (a) On the Resignation Date (as defined below), Employer shall pay to Employee a lump sum payment of Employee’s earned but unpaid base salary up to and including the Resignation Date. (b) In consideration of the releases, promises and undertakings stated herein, Employer agrees to continue Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date salary (the “Supplemental ReleaseSeparation Payment”), for a period of three (3) and does not revoke itmonths, the Company will provide Employee with the following severance benefits: in a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.0013,166.66 per month, subject with payments to standard payroll deductions be made on September 30, November 1, and withholdings. This amount will be paid in a single lump sum no later thirty December 1, 2004. (30c) days after the Supplemental Release Effective DateIn addition, as defined therein. b COBRA. Provided that if Employee timely elects continued to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), Employer agrees to pay Employee the gross amount of $998.00 per month (the “Reimbursement”), for a period of three (3) for Employee months, with payments to be made on September 30, November 1, and her covered dependents following December 1, 2004; provided, however, that Employer’s obligation to pay the Reimbursement shall immediately cease upon Employee’s separation, the Company shall pay to obtaining health insurance provider the full monthly COBRA premiums necessary to continue Employee’s or medical benefits from a subsequent employer. (d) Employee acknowledges and Employee’s covered dependents’ health insurance coverage agrees that is in effect for Employee (and her covered dependents) as of the Separation DatePayment and the Reimbursement constitute good and valuable consideration which is being paid in exchange for his execution of this Agreement, to which he would not otherwise be entitled, and that the restrictions contained in Paragraphs 7 through 10 are ancillary to Employer’s obligation to pay the Separation Payment and Reimbursement. The COBRA coverage benefit Employee understands and agrees that Employer will report to the Internal Revenue Service all payments described in this Paragraph 1 and will be paid on a monthly basis until withholding taxes, and any other applicable amounts, from said gross payments in accordance with applicable law and IRS guidelines. (e) Employee agrees that the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases consideration provided by Employer pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the 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 this Agreement encompasses and is in lieu of paying COBRA premiums pursuant any and all amounts owed to this SectionEmployee for vacation, sick leave, personal time off, or any other paid time away from work and encompasses any additional money from the Company shall pay Employer to which Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodwould otherwise be entitled.

Consideration. In Pursuant to Employee’s Employment Agreement dated January 17, 2007 as amended by Amendment No. 1 thereto dated December 30, 2009 (the “Employment Agreement”; capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement), as modified hereby, and as express consideration of for Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee compliance with the following terms of this Separation Agreement and Release, Employer agrees to pay Employee separation payments as follows: • $714,000 as severance benefits: a Severance Payment. The Company will pay Employeepay, as severance, the equivalent of reflecting twelve (12) months Base Salary as in effect at the Separation Date; and • $1,627,000, as severance pay, reflecting the average of Employee’s base salary as of Bonus for the two (2) years preceding the year in which the Separation Date occurs (2016 and 2017); and • An amount equal to Employee’s annual auto allowance ($30,000), payable in the gross amount 12 equal monthly installments of $512,500.002,500 each. Subject to Employee’s continued compliance with the terms hereof, the separation payments will be made in accordance with the Employer’s regular payroll practices, and less all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. Subject to Employee’s continued compliance with the terms hereof, and expressly subject to standard payroll deductions Amendment No. 1 to the Employment Agreement regarding the timing of payments, the separation and withholdings. This amount severance payments will be paid distributed in a single lump sum no later thirty bi-weekly installments beginning with the next regular payroll that is processed within fifteen (3015) business days after the Supplemental Release Effective Separation Date. If Employee is enrolled, as defined thereinEmployee’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 the Company will reimburse Employee for any COBRA payments he makes during the 12 months following the Separation Date. b COBRA. Provided that If Employee properly and timely elects continued 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 Action Act of 1985, as amended (“COBRA”) for amended), Employee and her covered dependents following Employee’s separation, the Company shall pay may be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Consideration. In (a) As consideration of for Employee’s continued employment through September 30, 2011, Company agrees to pay Employee the amount set forth in paragraph 2, below. (b) As consideration for Employee’ non-competition and release undertakings and his other undertakings set forth herein and pursuant to the terms 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 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 this Section shall be deemed to require the Company to reimburse Employee for any deductibles, co-pays or other similar type payments incurred by Employee relating to the 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 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) Employee’ execution of this Agreement and compliance with the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage seven (7) day revocation period provided in connection with new employment or self-employment; or Section 8, below, having expired and (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier having not exercised that right of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrevocation.

Consideration. In consideration of Employee’s execution of a. Whether Executive signs this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on Agreement or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itnot, the Company will provide Employee pay to Executive all "Accrued Rights" as that term is defined in Section II.A. of that certain Executive Employment Agreement (the "Employment Agreement") entered into between Company and Executive effective as of December 1, 2013. b. If Executive (i) signs this Agreement; (ii) does not revoke this Agreement as provided below; (iii) furnishes to the Company a written or electronic notice that Executive has not exercised Executive's right to revoke this Agreement dated not less than eight (8) days after the date on which Executive signs; and (iv) complies with all post-employment obligations, including, without limitation, the non-competition, non-solicitation and confidentiality and non-disclosures obligations contained in Attachment A to the Employment Agreement, the Company agrees to pay to Executive the following severance benefits: a amounts, less applicable withholdings, and provide other benefits (all of which are collectively referred to as the "Severance Payment. The Company will pay Employee, ") as severance, the equivalent follows: i. Continued payment of Executive's current base salary of $306,000 per year for twelve (12) months (the "Severance Period") following the Termination Date, payable in accordance with the Company's normal payroll practices as in effect on the date of Employee’s base salary termination; ii. A lump sum payment of $229,500, representing Executive's Target Short-Term Incentive for the fiscal year ending September 30, 2015, which payment shall be due on the next business day after the expiration of six (6) months from the Termination Date; iii. Immediate vesting of all outstanding unvested options, restricted stock, restricted stock units and/or performance share units, whether time based or performance based; iv. Provided that Executive timely elects continued medical coverage pursuant to the provisions of COBRA, then, commencing on the first business day of each month (after expiration of the revocation period described herein and provided Executive has not revoked this Agreement), an amount equal to 100% of the COBRA premium which would otherwise be due under the Company's Group Health Plan to continue the coverage for Executive and/or Executive's dependents on terms and conditions comparable to those in effect as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under and continuing for the Consolidated Omnibus Budget Reconciliation Action lesser of 1985, as amended (“COBRA”a) eighteen (18) months from the Termination Date or (b) the date on which Executive qualifies for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary as a result of employment by or association with a subsequent employer, such payments to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect be made directly to Executive; and v. Outplacement services for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Termination Date through or until Executive attains substantially comparable employment (as determined by the earlier of (i)-(iii)Company) whichever is shorter. Such outplacement services shall be commensurate with Executive's position and reasonable amount, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company but shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodnot exceed $25,000.

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

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

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

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

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

Consideration. (a) In consideration of EmployeeExecutive’s execution full release of this Agreement, Company from any and provided that Employee signs all Claims as described below and in the Release attached as Exhibit A and in the Supplemental Release of Claims attached hereto as Exhibit B B, which must be signed by Executive on or within five 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 terms in Sections 3(b) and (5c) days of below: (i) Pay to Executive an amount equal to $410,025, which is one (1) times the Executive’s annual Base Salary in effect immediately prior to the Separation Date (the “Severance Amount”). The Severance Amount shall be paid in a lump sum in cash at the time specified in subsection (b) below (except as otherwise provided in this Agreement); (ii) Pay to Executive her annual bonus (the “Bonus Amount”) based on any actual achievement in fiscal year 2024 under the terms of Company’s annual bonus plan for fiscal year 2024. The Bonus Amount shall be payable at the time that bonuses for fiscal year 2024 are paid to other Company senior executives; and (iii) 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 vest on the Separation Date and be settled in shares of Company common stock as soon as administratively practicable following the Supplemental Release Effective Date (and in any event within 30 days following the Separation Date). Executive shall forfeit all other time-based and performance-based restricted stock units outstanding to Executive on the Separation Date. (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 4 below) unless: (i) at the time she signs this Agreement, (x) Executive also signs and delivers to Company a release in the form attached hereto as Exhibit A (the “Release”); and (y) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the day following the expiration of the applicable revocation period without Executive having elected to revoke the Release; and. (ii) on the Separation Date, (x) Executive signs and delivers to Company the Supplemental Release Agreement (“Supplemental Release”) attached hereto as Exhibit B; and does not (y) the applicable revocation period under the Supplemental Release has expired without Executive having elected to revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary Supplemental Release shall be effective as of the Separation 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 the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will clause (a)(ii) above shall be paid in a single lump sum no later thirty (30) days after on the first scheduled monthly pay date for the payment of base salary to executives that follows the Supplemental Release Effective Date, except as defined thereinprovided otherwise in this Agreement. b COBRA. Provided Executive agrees and acknowledges that Employee timely elects continued coverage under she would not be entitled to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as consideration described herein absent execution of the Separation Date. The COBRA coverage benefit will be paid on Release and Supplemental Release and expiration of the applicable revocation periods without Executive having revoked the either the Release or the Supplemental Release. (c) As a monthly basis until further condition to receipt of the earliest of: (ibenefits in Section 3(a) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonabove, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Executive acknowledges that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then these benefits are in lieu of paying COBRA premiums pursuant 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 SectionAgreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Company shall pay Employee on the last day laws of each remaining month Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 3 and Section 4) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

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

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

Consideration. In consideration of Employee’s execution of for signing this Separation Agreement, and provided that Employee signs complying with its terms, and in accordance with the Supplemental Release of Claims attached hereto as Exhibit B on or within five terms in the Amended and Restated Employment Agreement (5) days of the Separation Date (the “Supplemental Release”dated December 17, 2007) and does not revoke itthe First Amendment to Amended and Restated Employment Agreement (dated January 30, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee2009), as severancewell as any other applicable Employment Agreements (collectively “Employment Agreement”), The Pantry agrees: a. pursuant to the equivalent of 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 Effective Date, representing twelve (12) months of salary at Employee’s base salary as 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 Separation Date in revocation period described 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 gross severance payments made pursuant to this Agreement shall be reduced by the amount of $512,500.00, subject compensation to standard payroll deductions and withholdings. This amount will be paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this Paragraph 2(a), then its obligation to make further payments of the severance pay pursuant to this Paragraph 2(a) shall cease; b. if Employee properly and timely elects to continue health coverage under The Pantry, Inc.’s Health Benefits Plan in accordance with the continuation requirements of COBRA, The Pantry shall pay to continue Employee’s medical coverage (vision and dental will not be covered by The Pantry, although Employee may elect to continue such coverage at Employee’s own expense) under The Pantry’s medical plan for a single lump sum no later 52-week period following the Effective Date, beginning within thirty (30) business days after the Supplemental Release Effective Datelatter of The Pantry’s receipt of a signed original of this Separation Agreement, 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 notification to health insurance provider the full monthly COBRA premiums necessary to continue The Pantry of Employee’s COBRA election and the Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month return of the COBRA Payment Period, a fully taxable cash payment equal paperwork. Payments shall be made by The Pantry directly to the COBRA premium for administrator. Thereafter, Employee shall be entitled to choose to continue such month, less applicable federal, state and local payroll taxes and other withholdings required by law, COBRA coverage for the remainder of the COBRA Payment Periodperiod, at Employee’s 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 the terms of (i) The Pantry’s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as adopted, amended, implemented, and interpreted by The Pantry from time to time, and/or (ii) Section 954 of the ▇▇▇▇-▇▇▇▇▇ Act (as may be amended) and any applicable rules or regulations promulgated by the Securities Exchange Commission.

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

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

Consideration. In consideration of Employee’s execution of for the releases and other covenants set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itafter this Agreement becomes effective, the Company COMPANY agrees to provide EMPLOYEE: a. COMPANY will provide Employee with the following severance benefits: a Severance Payment. The Company will continue to pay Employee, as severance, the equivalent of twelve (12) months of EmployeeEMPLOYEE’s base salary as at the biweekly rate of Eleven Thousand Five Hundred Thirty-Eight Dollars and Forty-Six Cents ($11,538.46) until December 31, 2011. EMPLOYEE’s coverage under the Separation Date in Carriage Services, Inc. Health and Welfare Plan shall continue until the gross amount Termination Date. The COMPANY shall have the right to deduct from any payment of $512,500.00compensation to the EMPLOYEE hereunder (x) any federal, subject state or local taxes required by law to standard payroll deductions be withheld with respect to such payments, and withholdings. This amount will (y) any other amounts specifically authorized to be paid in a single lump sum no later thirty (30) days after withheld or deducted by the Supplemental Release Effective DateEMPLOYEE. b. EMPLOYEE shall be entitled to payment of any amounts which may be due under the Performance Units Plan shares, as defined therein. b COBRA. Provided that Employee timely elects continued valued at December 31, 2011, pursuant to the terms of such Performance Unit Award Agreements. c. If the EMPLOYEE becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) and properly elects such coverage, the COMPANY shall reimburse the EMPLOYEE or pay on the EMPLOYEE’S behalf 100% of applicable medical continuation premiums for Employee the benefit of the EMPLOYEE (and her his covered dependents as of the date of his termination, if any) under the EMPLOYEE’S then-current plan election, with such coverage to be provided under the closest comparable plan as ▇▇▇ ▇. ▇▇▇▇▇ Release & Separation Agreement offered by the COMPANY from time to time, for so long during the 18-month period following Employeetermination as he remains eligible for and elects COBRA coverage. d. COMPANY will pay EMPLOYEE an amount of Five hundred Fifty thousand dollars ($550,000.00) upon the execution of this Agreement. The COMPANY shall have the right to deduct from any payment of compensation to the EMPLOYEE hereunder (x) any federal, state or local taxes required by law to be withheld with respect to such payments, and (y) any other amounts specifically authorized to be withheld or deducted by the EMPLOYEE. Such amount shall be paid in a single, lump-sum payment no later than ten (10) days after the Agreement becomes irrevocable. e. COMPANY shall cause to be vested 1/2 of the shares of restricted stock and stock options which remain unvested as of the Termination Date. In accordance with the terms of the various Long-Term Incentive Plan and Incentive Stock Plans, 23,582 shares of the Company’s separationCommon Stock and 31,457 stock options shares of Carriage Services, Inc. common stock granted in various agreements between ▇▇▇ ▇. ▇▇▇▇▇ and Carriage Services, Inc. that are not currently vested, will become vested effective as of closing on the last trading day in 2011. f. COMPANY agrees to release EMPLOYEE from any liability arising pursuant to any breach by him of the Employment Agreement. g. COMPANY agrees to pay EMPLOYEE for all accrued, but unused vacation as of the Termination Date. h. COMPANY agrees to allow EMPLOYEE the use of his office and limited secretarial services until the TERMINATION DATE. i. If the EMPLOYEE dies at any time while the COMPANY is paying consideration pursuant to Subsection 2, the Company shall pay continue making the remaining payments under Subsection 2 to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and estate. Such payments to the Employee’s covered dependents’ health insurance coverage that is estate shall be made in effect for Employee (the same manner and her covered dependents) at the same times as of the Separation Date. The COBRA coverage benefit will be they would have been paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthEmployee had he not died. EMPLOYEE acknowledges and agrees that the consideration outlined above does not constitute monies to which he would otherwise be entitled as a result of his prior employment with the COMPANY, less applicable federal, state and local payroll taxes that these monies constitute fair and other withholdings required by law, adequate compensation for the remainder promises and covenants of the COBRA Payment PeriodEMPLOYEE set forth in this Agreement.

Consideration. (a) In consideration of Employeeexchange for Executive’s execution of transition services contemplated in this Agreement, Executive’s confirmation of the continued effect of Executive’s restrictive covenants, Executive’s full release of Company from any and provided all Claims in the form of the release agreement attached as Exhibit A, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) Pay to Executive two-thirds of Executive’s target fiscal year 2023 short-term incentive bonus under Company’s annual short term incentive plan; and (ii) Ensure that Employee signs (a) 4,369 of Executive’s time-based restricted stock units that are scheduled to vest in 2024 based on Executive’s continued employment (and not any other possible vesting event) will vest on the Supplemental Release Termination Date, and (b) 1,339 of Claims Executive’s time-based restricted stock units that are scheduled to vest in 2025 based on Executive’s continued employment (and not any other possible vesting event) will vest on the Termination Date. For clarity, Executive shall forfeit all other outstanding restricted stock units (whether time-based or performance-based) on the Termination Date. (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 sixty (60) days after the Termination Date, (x) Executive has signed and delivered to Company a release agreement in the form attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”), which has been signed by Executive no earlier than the Termination Date; and (y) and does not the applicable revocation period under the Release has expired without Executive having elected to revoke it, the Company will provide Employee with the following severance benefits: a Severance PaymentRelease. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary Release shall be effective as of the Separation Date day following the expiration of the applicable revocation period without Executive having elected to revoke the Release (the “Release Effective Date”). The payment specified in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Section 4(a)(i) above shall be paid in a single lump sum no later thirty (30) days after in calendar year 2023 on the Supplemental next regularly scheduled payroll date following the Release Effective Date. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. (c) As a further condition to receipt of the benefits in Section 4(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that Executive may claim to be owed to Executive upon the termination of Executive’s employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Employment Agreement or the laws of Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the payments, benefits or rights set forth therein. (d) If BlueLinx Holdings Inc. (“BHI”) is required to prepare an accounting restatement due to the material noncompliance of BHI with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), then, unless and to the extent that the Compensation Committee of BHI’s Board of Directors has made a determination in accordance with the then-current applicable listing standards of the New York Stock Exchange that recovery would be impracticable, Executive will promptly reimburse the Company, as defined thereinapplicable, for the amount of any related Erroneously Awarded Compensation. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For purposes of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest ofthis Agreement: (i) twelve the term “Erroneously Awarded Compensation” means the difference between (12A) months after the Separation amount of all Incentive-Based Compensation received by Executive during the three completed fiscal years immediately preceding the Restatement Date, and (B) the amount of all Incentive-Based Compensation that otherwise would have been received by Executive had it been determined based on BHI’s financial results taking into account the Restatement, computed in each case without regard to any taxes paid, and it being understood that with respect to any Incentive Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in or following the Restatement, the amount will be based on a reasonable estimate of the effect of the Restatement on BHI’s stock price or total shareholder return upon which the Incentive-Based Compensation was received; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage term “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in connection with new employment or self-employmentpart upon the attainment of a Financial Reporting Measure; or (iii) the date Employee ceases to term “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing BHI’s financial statements, and any measures that are derived wholly or in part from such measures, it being understood that stock price and total shareholder return are Financial Reporting Measures, and Financial Reporting Measures need not be eligible for COBRA continuation coverage for any reason, including plan termination presented within BHI’s financial statements or included in a filing with the Securities and Exchange Commission; and (such period from iv) the Separation “Restatement Date through shall mean the earlier to occur of (i)-(iii)A) the date BHI’s Board of Directors, a committee of BHI’s Board of Directors, or the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time officer or officers of the Company determines authorized to take such action if BHI Board of Directors action is not required, concludes, or reasonably should have concluded, that its payment BHI is required to prepare a Restatement, or (B) the date a court, regulator, or other legally authorized body directs BHI to prepare a Restatement. If BHI is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of COBRA premiums on Employee’s behalf would result in a violation of applicable lawmisconduct, then in lieu of paying COBRA premiums pursuant to this Sectionwith any financial reporting requirement under the federal securities laws, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, for Executive will reimburse the remainder Company for: (i) any bonus or other incentive-based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement, but only to the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. Further, Executive acknowledges and agrees that any bonus or other Incentive-Based Compensation received by Executive under this Agreement or any other agreement or arrangement with the Company is subject to BHI’s policy (as in effect and as may be amended from time to time) providing for clawback or recovery of such amounts. Executive agrees that Executive shall be subject to any clawback or recovery of compensation policy adopted by BHI for purposes of giving effect to Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any other requirement under any law, government declaration or stock exchange listing requirement and that any such policy shall expressly supersede this paragraph except to the extent provided otherwise in such policy.

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

Consideration. In consideration Contingent upon full execution and delivery of this Agreement and the expiration of the Revocation Period set forth in Section 7 with no revocation having occurred: a) From the Effective Date of this Agreement through August 31, 2022, Employee will continue to serve as General Counsel and be eligible to receive such benefits associated with his position. b) From September 1, 2022, through the Separation Date, Gartner will employ Employee in an “on call” capacity in order to ensure an orderly transition of business (the “On Call Period”). During this On Call Period: (i) Employee will work with ▇▇▇▇▇ ▇▇▇▇▇▇▇ on the transition. Employee will not otherwise perform any work unless specifically requested to do so by ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or their designees; (ii) Gartner shall continue to pay Employee’s execution existing salary in accordance with Gartner’s normal payroll cycles, less applicable taxes and withholdings required by law; and (iii) Gartner shall continue to provide any benefits in which Employee is presently enrolled as of the date of this Agreement, including the deferred compensation plan and any company matching formula that is provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5to other executive officers. c) days of Gartner shall, following the Separation Date (the “Supplemental Release”) and does not revoke itDate, the Company will provide Employee with the payments and benefits set forth on Schedule 1. In the event of a material breach of this Agreement by Employee from the effective date of this Agreement through one year following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the his Separation Date in the gross amount of $512,500.00any and all remaining payments or benefits called for by this Agreement will stop, subject and any right to standard payroll deductions and withholdings. This amount will such payments or benefits claimed by Employee shall be paid in a single lump sum no later thirty (30extinguished. d) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Employee and Gartner agree that Gartner reserves the Company determines that its payment of COBRA premiums on right to change Employee’s behalf would result title and officer status prior to August 31, 2022, in a violation the case of applicable lawEmployee’s resignation, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Employee’s material breach of the COBRA Payment Periodagreement, or Gartner’s hiring of a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodreplacement.

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

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

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

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

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

Consideration. In consideration of Employee’s execution of for signing this AgreementAgreement and General Release and complying with its terms.Employer agrees: a. to pay Employee an amount equal to $110,027, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date payable ratably in equal installments over a six month period (the “Supplemental ReleaseSeverance Period”) in accordance with Employer’s regular payroll practices, commencing on the first payroll date after August 8, 2011 (the “Payment Date”); b. if Employee properly and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest ofplans: (i) twelve (12) months after the Separation Date; BlueCross BlueShield PPO7200, and (ii) Aetna Passive PPO, in accordance with the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonrequirements of COBRA, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company Employer shall pay Employee on the last day of each remaining month same portion of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthcoverage that it paid during Employee’s employment for the duration of the Severance Period. Thereafter, less applicable federal, state and local payroll taxes and other withholdings required by law, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense, subject to the provisions of the American Recovery and Reinvestment Act of 2009. c. to grant to Employee 33,241 shares of common stock, par value $0.005 per share, of Employer (the “Common Stock”) for a purchase price of $0 pursuant to The Cleveland BioLabs, Inc. Equity Incentive Plan within three (3) business days following the Payment PeriodDate (the “Common Stock Grant”); and d. notwithstanding the provision of any option agreement between Employer and Employee to the contrary, to extend the period during which Employee may exercise any non-qualified stock option that has been previously granted to Employee that is fully vested and outstanding (and that has not been previously forfeited or exercised) as of July 31, 2011 until the earlier of July 30, 2014 or the date that the option expires by its terms. Employee acknowledges that Employer may make customary and usual payroll deductions from all amounts paid hereunder. Employee shall make arrangements satisfactory to Employer regarding the payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the Common Stock Grant. Withholding obligations may be settled with Common Stock, including Common Stock granted pursuant to the Common Stock Grant. In the event that Employee has not provided Employer with notice in writing by August 8, 2011 to the effect that Employee will provide Employer payment of the amount, if any, deemed necessary by Employer in its reasonable discretion to enable Employer to satisfy the minimum federal, foreign or other tax withholding or similar obligations of Employer with respect to the Common Stock Grant or in the event Employee provides such notice but does not deliver payment of the appropriate amount to Employer prior to the Payment Date, then Employer shall satisfy the minimum federal, foreign or other tax withholding or similar obligation of Employer with respect to the Common Stock Grant by withholding the number of whole shares of Common Stock (on and valued as of the Payment Date) sufficient to satisfy such minimum withholding and other obligations. Employee agrees and understands that he is responsible for paying appropriate taxes on the consideration described above. Employee agrees to give Employer prompt notice of any governmental inquiries regarding the tax status of the consideration described above and/or this Agreement and of any government decision or ruling relating to the tax status of this Agreement or the consideration referred to herein. In addition to the consideration, Employee will receive payment for accrued but unused vacation pay and business expenses approved by Employer, less usual and customary payroll deductions, in his final paycheck on July 29, 2011.

Consideration. In As good consideration of for Employee’s execution and delivery of this Separation Agreement, Company shall provide Employee with the following: (A) the Employee will be eligible to receive payments equal to the sum of nine (9) months' of the Employee's Base Salary at the rate in effect immediately prior to the Separation Date, less applicable withholdings and authorized deductions (the "Severance Payments") to be paid in equal installments bimonthly (for clarity, two times per month) in accordance with the Company's regular payroll practices, commencing on May 31 2022; (B) a one-time bonus payment of $24,826.67 in connection with the Employee’s service to the Company as the Head of Strategic Partnerships to be paid on the Separation Date; (C) monthly payments equal to the amount of the monthly cost to Employee of healthcare and life insurance coverage for Employee and his dependents at such rate as is in effect on the Separation Date, 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 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 exceed $10,500 per quarter; and (E) for each outstanding stock option held by the Employee under the Company’s 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 the 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 Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five expires nine (59) days of months from the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as or earlier expiration of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsoptions term). This amount will be paid in a single lump sum no later thirty Employee acknowledges that (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependentsi) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , 2,517,713 options have vested, which includes the earliest of: options so accelerated pursuant to subsection (iE) twelve above, and (12ii) months no additional options shall vest after the Separation Date; (ii) . For avoidance of doubt, Employee acknowledges that he has forfeited 754,188 unvested options as of the date when Separation Date. Employee becomes eligible for substantially equivalent health insurance coverage acknowledges that nothing in connection with new employment or self-employment; or (iii) the date Employee ceases this Separation Agreement shall be deemed to be eligible for COBRA continuation coverage for an admission of liability on the part of any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Released Parties. Except as provided in the Employment Agreement, Employee agrees that its payment Employee will not seek anything further from any of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodReleased Parties.

Consideration. In consideration of Employee’s execution of for Employee entering into this AgreementAgreement and fully abiding by its terms, and provided that assuming Employee signs the Supplemental Release of Claims attached hereto has not revoked this Agreement as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itdescribed in Paragraph 20 below, the Company will Kellogg agrees to provide Employee with the following consideration: Severance Compensation and Benefits. (a) Kellogg agrees to provide Employee severance benefits: compensation and benefits pursuant to the terms and conditions of the Kellogg Company Severance Benefit Plan (the "Plan"), a Severance Paymentcopy of whi▇▇ ▇▇ ▇ttached to this Agreement as Exhibit A, and the terms of which are incorporated herein. The Company will 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 Employee, as severance, under the equivalent Plan equal to two years of twelve (12) months of Employee’s base salary as and two years of the Separation Date in the gross target bonus. Such amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will shall be paid to Employee in a single lump sum no later thirty equal installments from the Departure Date until August 28, 2008 (30the "Severance Leave of Absence") 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 Annual Incentive Plan) for performance year 2004 payable within 30 days after the Supplemental Release Effective Date, date of this Agreement. Employee shall receive all other benefits as defined therein. b COBRA. Provided that Employee timely elects continued coverage provided under the Consolidated Omnibus Budget Reconciliation Action Plan during the Severance Leave of 1985Absence. In addition to the benefits provided under the Plan, as amended (“COBRA”) for Employee shall continue to accrue credited, vesting and her covered dependents following Employee’s separationeligibility service under the Kellogg Company Pension Plan during the Severance Leave of Absence; ▇▇▇▇▇ded, however, that the Company additional pension benefit attributable to this provision shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period payable from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Kellogg Company

Consideration. a. In consideration of Employeeand exchange for Executive’s execution agreement to the terms of and entry into this Agreement, and provided that Employee signs including without limit the Supplemental Release of Claims Forbearance Agreement attached hereto as Exhibit B on or within five Attachment A, which Executive acknowledges is an integral part of, and material inducement for, this Agreement, the Company hereby agrees to provide Executive with the following severance payments and benefits (5individually and collectively the “Severance Payments”): (i) days continued base salary payments at her current base salary rate of $350,000 for nine months following the Separation Termination Date (the “Supplemental ReleaseSeverance Period”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the aggregate gross amount of over the Severance Period equal to $512,500.00, subject 262,500 (to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after bi-weekly installments with the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Datenormal payroll); (ii) two bonus payments in the date when Employee becomes eligible 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 substantially equivalent health insurance coverage in connection the fiscal year 2012 under her 2012 Executive Incentive Plan through the end of the Company’s 2012 third quarter of operations), and (II) a pro-rated quantitatively calculated annual bonus amount equal to 75% 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 new employment or self-employmentother similarly situated executives and determinations of the Company’s Compensation Committee following completion of the 2012 fiscal year and which shall be paid to Executive within five business days of the end of the Severance Period; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage reimbursement for any reasoncobra payments actually made by Executive over the nine month period described in 2a(i) after any cobra election by Executive related to 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 Termination Date, including plan termination (granted to Executive under the Company Incentive Stock option plans and which would otherwise terminate 90 days following the Termination, provided however, no such period from extension shall apply to extend the Separation Date through maximum ten year life of any such option. All Severance Payments shall be subject to withholding by the earlier Company in any amounts the Company deems appropriate or desirable in its sole discretion, shall be payable subject to the obligations, terms and conditions provided in the Forbearance Agreement and shall be subject to offset against amounts owed by Executive to the Company. b. In further consideration of (i)-(iii)and as a material inducement for the Company to enter into this Agreement, the “COBRA Payment Period”). Notwithstanding parties hereby agree to enter into the foregoingForbearance Agreement. c. Executive acknowledges and agrees that the attached Forbearance Agreement provides a reasonable and good faith effort to protect confidential, if at any time proprietary or trade secret information of 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 and to this Section, protect the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state from unfair competition and local payroll taxes that it is reasonable in its scope and other withholdings required by law, for the remainder of the COBRA Payment Periodterms.

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

Consideration. In consideration of Employee’s your execution of this AgreementAgreement without revocation in accordance with Paragraph 14 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days your fulfillment of the Separation Date promises made herein, you will receive the following benefits: a. Six (6) months of severance payable in accordance with the Company’sregular payroll (“Supplemental ReleaseSeverance Period”). Such payments will begin on the firstregular pay day after expiration of the Revocation Period without revocation. Severance payments will be based on your current salary of $255,000. However, in the event that during the Severance Period, Ambient is acquired by an unrelated third party, whether by means of a merger, consolidation or sale of all or substantially all of Ambient’s assets, and the final closing of such acquisition (“Final Closing”) and does not revoke itoccurs during the Severance Period, your severance payments from the Final Closing for the remainder of the Severance Period will be based on your pre-May 31, 2013 salary of $300,000. b. During the Severance Period, the Company will provide Employee continue to pay the sameamount in medical insurance premiums towards your COBRA coverage -- ifyou elect COBRA coverage -- that it was paying as of your TerminationDate. c. In connection with the following severance benefits: a Severance Payment. The shares of common stock that the Company will pay Employeeissued toyou in lieu of cash salary in 2002 that are subject to restrictions on transfer,the Company agrees to remove (or cause the removal of) such restrictions on transfer to permit your sale of such shares in compliance with applicable securities laws, as severancebut only in periods that are not “Blackout Periods” under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. d. Notwithstanding the termination of your employment, the equivalent of twelve stock optionsgranted to you shall continue to vest (12on their scheduled vesting withoutacceleration) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00through December 31, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty 2013 (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company at which time any furthervesting shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiicease), and stock options vested through that date may be exercised until June 30, 2014, except that the “COBRA Payment Period”)options expiring on January 26, 2014 will expire on January 26, 2014 if not exercised by January 26, 2014. Notwithstanding the foregoing, if at there is a “Change of Control” as defined in the Company’s 2000 Stock Incentive Plan prior to December 31, 2013, all unvested options shall vest and be treated in the same manner as stock options of other holders thereof, subject to final expiration on June 30, 2014. e. Other than as set forth in this Paragraph 2 and in Paragraph 4 below, youwill not receive -- and you acknowledge that you are not entitled to receive-- any time additional payments or benefits of any kind from Ambient or anyReleasee (as defined in Paragraph 5 below), and you agree that such payments fully satisfy any and all obligations that Ambient or any Releasee has to you. You acknowledge that you would not be entitled to receive the Company determines that its payment payments and benefits specified in this Paragraph 2 absent your execution 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, Agreement and the Company shall pay Employee on the last day of each remaining month fulfillment of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodpromises made herein.

Consideration. In consideration Conditioned upon Employee's signing of this Agreement and Employee’s execution 's return of the Agreement to the Company, expiration of the seven day revocation period without revocation, and Employee's properly executing and returning the attached acknowledgment form to the Company (Exhibit B) indicating Employee's decision not to revoke this Agreement, the Company shall: (a) pay Employee a separation payment in an amount equal to her base salary for a period of six months, which is equal to $177,275 (gross) in total, less ordinary tax withholding and provided that Employee signs all required deductions, which amount shall be paid in twelve equal installments on each of the Supplemental Release twelve next regularly scheduled payroll dates commencing on the next regularly scheduled payroll date following Employee's proper execution and return of Claims attached hereto as this Agreement to the Company and Employee's properly executing and returning Exhibit B to the Company; and (b) to the extent permitted by law, pay Employee's premiums for medical, vision and dental coverage for the time period of August 1, 2015 through January 31, 2016 (the "Coverage Period"), if Employee timely elects Illinois Continuation Law ("ICL") coverage following the Separation Date. If Employee desires to continue ICL coverage after the Coverage Period ends, Employee will be solely responsible for timely paying the entire portion of Employee's ICL premiums to the Company on or within five (5) days before the first day of each month of coverage. If Employee becomes covered under another group medical, vision and/or dental insurance policy during the Coverage Period, the Company's obligation to continue Employee's ICL premium payments will immediately cease. Employee has an affirmative obligation to immediately notify the Company if Employee becomes covered under another group medical, vision and/or dental insurance policy during the Coverage Period. If Employee fails to timely notify the Company of Employee's new group medical, vision and/or dental insurance coverage, Employee will be responsible for reimbursing the Company for any ICL premiums the Company paid that it would not have otherwise had to pay, but for Employee's failure to timely notify the Company. If Employee elects not to utilize any portion of this ICL premium payment option, Employee will not be entitled to the value of the Separation Date (the “Supplemental Release”) and does ICL premium payments not revoke it, the utilized by Employee. The Company will timely provide Employee with the following severance benefits: a Severance Paymentnecessary forms to make an ICL continuation election, if Employee so desires. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as consideration specified in this paragraph 2 shall not be deemed "compensation" for purposes of the Separation Date Company's qualified profit sharing and retirement plan or other benefit programs, and payment of this amount does not entitle Employee to any profit sharing and/or retirement plan contributions by the Company for Employee's benefit or account. The consideration specified in the gross amount this paragraph 2 is not consideration to which Employee is otherwise entitled, and constitutes additional consideration for Employee's obligations under this Agreement, including release and waiver of $512,500.00potential claims identified in paragraph 8 below, subject to standard payroll deductions and withholdings. This amount will be paid in including without limitation a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage potential claim for age discrimination under the Consolidated Omnibus Budget Reconciliation Action Age Discrimination in Employment Act, and the Employee's agreement to paragraphs 12, 13, and 14 of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodAgreement.

Consideration. In consideration (a) The Employer agrees to pay to Dennis P. Yaeger his salary for ninety (90) calendar days or it▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ short-term disability benefits subsequent to June 3, 2002. Said gross pay bi-weekly payment equals Six Thousand Nine Hundred Twenty-three Dollars and Seven Cents ($6,923.07). (b) The Employer agrees to pay the Employer's portion of Employee’s execution health and dental insurance premiums until the Employee reaches the age of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within sixty- five (565) days years old, specifically, until January 13, 2015. The Employee agrees to pay the Employee's portion of health and dental insurance premiums until the Employee reaches the age of sixty-five (65) years old, specifically, until January 13, 2015. Such contributions shall be equivalent to the premiums and allocations thereof, in effect from time to time for all employees of the Separation Date Employer. If the Employee should die prior to reaching age sixty-five (the “Supplemental Release”) and does not revoke it65), the Company Employer's payment for health and dental insurance premiums will provide Employee with the following severance benefits: a Severance Paymentcease. The Company will pay Employee's surviving spouse and dependents, as severanceif any, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject may then apply for health care continuation coverage pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act ("COBRA"). (c) WesBanco agrees to provide the Employee with continued coverage for life insurance under WesBanco's group policy; WesBanco will continue to pay the premium for the life insurance until it is determined that the Employee is disabled and entitled to a waiver of 1985premium regarding the group policy coverage. (d) WesBanco agrees to cooperate and assist the Employee with regard to any application filed by the Employee for long-term disability benefits with the Standard Life Insurance Company. (e) Employee agrees to immediately begin the application process for long-term disability benefits through Standard Life Insurance Company after his separation from employment effective June 3, as amended 2002. (“COBRA”f) WesBanco and Employee mutually agree to waive the written notice period for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as termination of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: existing Employment Agreement, namely, ninety (i90) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage days prior to June 2, 2002, in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, order for the remainder of the COBRA Payment PeriodEmployee to separate from employment effective June 3, 2002.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(iv) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided 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 signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2015 Retention Bonus under Section 4(c) of the Employment Agreement; (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary all PTO to cease to accrue as of the Separation Date Date; (iii) The COMPANY shall pay any pro-rata performance bonus for calendar year 2015, if any, at the sole discretion of the Board of Directors, payable as soon as practicable but in no event later than December 31, 2016; (iv) The COMPANY shall reimburse EXECUTIVE, no later than December 15, 2015 for the gross amount of $512,500.00EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to standard substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. 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 eighteen (18) 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. This amount will be paid in a single lump sum no later thirty (30) days Payments are to begin on the COMPANY’s next regular payroll period after the Supplemental Release Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as defined therein. b COBRA. Provided that Employee timely elects continued coverage under specified in the Consolidated Omnibus Budget Reconciliation Action Employment Agreement. c. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of 1985the Internal Revenue Code of 1986, as amended (“COBRA”) for Employee or a Canadian alternative yet to be determined, after the Separation Date and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly will receive a notification of COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as or a Canadian alternative rights under separate cover. 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, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date. The COBRA coverage benefit will Date may be paid on a monthly basis exercised until the earliest of: earlier of (i) twelve the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (12) months after or such comparable defined term relating to the Separation Date; period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date when Employee becomes eligible for substantially equivalent health insurance coverage of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal including an amendment to the COBRA premium for such monthapplicable Stock Option Award Agreements, less applicable federal, state as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and local payroll taxes agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and other withholdings required by law, equipment provided to him for the remainder performance of his duties as requested by the COBRA Payment PeriodCOMPANY. f. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration return for Executive’s release of Employee’s execution of claims and other promises in this Agreement, and provided Executive: (i) signs this Agreement within the twenty-one (21) day period described below; (ii) does not revoke this Agreement as provided below; and (iii) furnishes to the Bank a written or electronic notice that Employee Executive has not exercised Executive’s right to revoke this Agreement dated not less than eight (8) days after the date on which Executive signs this Agreement: a. The Bank will continue to pay Executive his annualized base salary ($350,000.00 per year) for a one (1) year period beginning on the Supplemental Release of Claims attached hereto as Exhibit B day after the Separation Date and ending on or within five (5) days the first anniversary of the Separation Date (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke it, the Company ). The Salary Continuation Payments will provide Employee be paid to Executive in accordance with the Bank’s standard payroll procedures commencing on the Bank’s first regularly scheduled payroll date following severance benefits: a Severance Payment. the Effective Date (as defined in Section 20 below); provided, however, that the first Salary Continuation Payment will include any unpaid Salary Continuation Payments accrued after the Separation Date; b. The Company Bank will include in the Salary Continuation Payments and pay Employee, as severance, to Executive the equivalent average of twelve Executive’s annual bonuses earned for the three (123) months of Employee’s base salary as of full years preceding the Separation Date ($111,725.00 total) in equal installments consistent with Section 2a above; c. If Executive timely and properly elects continuation coverage under the gross amount Consolidated Omnibus Reconciliation Act of $512,500.001985 (“COBRA”), subject the Bank shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (with the Executive required to standard payroll deductions and withholdingspay for any employee-paid portion of such coverage) (such amounts to be referred to herein as the “COBRA Benefits”). This amount will be paid in a single lump sum no later The Bank shall make any such reimbursement within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action following receipt of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employeeevidence from Executive of Executive’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as payment of the Separation DateCOBRA Benefits. The COBRA coverage benefit will Executive shall be paid on a monthly basis eligible to receive such reimbursement until the earliest of: (i) twelve (12) months after following the Separation Date; (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentto receive COBRA Benefits; or and (iii) the date Employee ceases on which Executive either receives or becomes eligible to be eligible receive substantially similar coverage from another employer. Executive shall bear full responsibility for applying for COBRA continuation Benefits and the Bank shall have no obligation to provide Executive such coverage for any reason, including plan termination (such period from if the Separation Date through the earlier of (i)-(iii), the “Executive fails to elect COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Benefits in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, timely fashion; and d. The Bank will fully fund the Company shall pay Employee on the last day of each remaining month Bank’s portion of the COBRA Payment PeriodJune 30, a fully taxable cash payment equal 2022, contribution for Executive to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodBank’s 401(k) Plan.

Consideration. 3.1 In consideration of Employee’s PMBPC and MMBPC granting to OEDCP the Option, OEDCP is paying $100,000 to each of PMBPC and MMBPC contemporaneously with the execution of this Agreement. If the Option is exercised, the $100,000 paid to each of MMBPC and PMBPC shall be applied to the purchase price to be paid to each of MMBPC and PMBPC by OEDCP for the Additional Partnership Interest. 3.2 If the Option is not exercised, PMBPC and MMBPC shall each retain the $100,000 paid to it and OEDCP shall cause its affiliate, DIGC, and DIGC hereby agrees, as additional consideration for the granting of the Option, to assign to (i) PanEnergy Dauphin Island Company, an affiliate of PMBPC ("PDI"), a one percent interest in Dauphin Island Gathering Partners ("DIGP"), to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "PDI Payout" (as such term is defined in the Fourth Amended and Restated General Partnership Agreement for Dauphin Island Gathering Partners (the "DIGP PARTNERSHIP AGREEMENT")) and (ii) MCNIC Mobile Bay Gathering Company, an affiliate of MMBPC ("MMBGC"), a one percent interest in DIGP, to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "MMBGC Payout" (as such term is defined in the DIGP Partnership Agreement). OEDCP shall not be required to cause DIGC to assign to PDI or MMBGC an interest in DIGP as a result of the termination of the Option on the giving of a Withdrawal Notice by OEDCP. 3.3 Contemporaneously with the execution of this Agreement, DIGC, PDI and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days MMBGC, are negotiating for an amendment of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance PaymentDIGP Partnership Agreement. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as drafts of the Separation Date in amendment to the gross amount DIGP Partnership Agreement that have been circulated to the relevant parties contemplate the admission of $512,500.00, subject to standard payroll deductions additional partners and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as reduction of the Separation Date. The COBRA coverage benefit will interest of DIGC in DIGP both before and after "payout." If additional partners are admitted to DIGP, whether pursuant to an amendment to the DIGP Partnership Agreement substantially similar to the current drafts of such amendment or otherwise, any interest in DIGP that may be paid on a monthly basis until the earliest of: assigned to each of PDI and MMBGC pursuant to Section 3.2 of this Agreement (i) twelve with respect to PDI, shall be assigned only (12A) months out of the increased interest in DIGP that DIGC receives after the Separation Date"payout" with respect to PDI and (B) after "payout" has occurred with respect to all DIGP partners other than MMBGC; (ii) with respect to MMBGC, shall be assigned only (X) out of the date when Employee becomes eligible for substantially equivalent health insurance coverage increased interest in connection DIGP that DIGC receives after "payout" with new employment or self-employmentrespect to MMBGC and (Y) after "payout" has occurred with respect to all DIGP partners other than PDI; or and (iii) shall be reduced in the date Employee ceases same proportion that the 14% interest in DIGP that DIGC will receive after "payout" has occurred with respect to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall DIGP partners is reduced.

Consideration. In consideration of Employee’s execution Subject to the terms and conditions set forth in this Agreement, if you choose to sign and return this Agreement by the required Deadline, you do not revoke the waiver in Section 6 of this Agreement, and provided that Employee signs you abide by the Supplemental Release other terms of Claims attached hereto as Exhibit B this Agreement, the Company agrees to provide you with the following consideration, less withholding for all applicable taxes and deductions: (a) beginning on or within five (5) days the next regular pay date following the Effective Date and continuing for the duration of the Separation Date (Transition Period, subject to your ongoing compliance with the “Supplemental Release”) terms and does not revoke itconditions of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider you an amount equal to $593,750, less applicable withholdings and deductions, if any (the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Transition Payment”), the “COBRA Payment Period”)payable in substantially monthly or semi-monthly installments. Notwithstanding the foregoing, if at any time should the Company determines that its payment terminate this Agreement for any reason prior to the end of the Transition Period (other than a termination for Cause (as defined in the Offer Letter (as defined below)), it shall, subject to the terms and conditions of this Agreement, remain obligated to pay you any outstanding portion of the Transition Payment on the same pay schedule it paid you during the Transition Period until the Transition Payment has been paid in full; (b) if you timely elect “COBRA” coverage under the Company’s group health plan, for each of the first fifteen (15) months following the Transition Date (or, if earlier, through the date of a termination for Cause) (the “COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionPeriod”), the Company shall pay Employee offer continued coverage under the Company’s group health plan at active employee rates (the “COBRA Assistance”), which COBRA Assistance may be provided by direct payment by the Company or by reimbursement to you of the Company’s portion of the applicable COBRA premium, as determined by the Company; provided, however, that the coverage described in this Section 4(b) shall automatically and immediately cease, and you shall immediately give written notice thereof to Company, if (i) you become eligible to obtain coverage under a new employer’s health plan, or (ii) the Company may not provide such payments of premium costs without incurring tax penalties (including but not limited to excise taxes under Section 4980D of the Internal Revenue Code of 1986, as amended) or violating any requirement of the law provided, further, that the Company may modify the continuation coverage contemplated in this Section 4(b) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). To extent that you are liable for any federal, state, or local taxes in connection with the COBRA Assistance, subject to you promptly providing any information reasonably requested by the Company to determine the amount of any such tax liability, you will receive one or more “gross up” payment(s) to cover all such taxes, payable as soon as reasonably practical following the date you are required to remit such taxes, but in no event later than the last day of your taxable year following the year in which such taxes are remitted; (c) each remaining month of (i) the 250,000 RSUs granted on August 5, 2022 (including, but not limited to, the 41,666 RSUs that were eligible to vest on February 5, 2025), (ii) the 210,000 RSUs granted to you on April 4, 2023, and (iii) the 490,000 RSUs granted to you on November 15, 2024 (the “November 2024 RSUs”, and (i) – (iii), collectively, the “RSUs”) shall remain outstanding and eligible to vest for so long as you provide continuous services to the Company during the Transition Period, in each case, subject to the terms and conditions of the COBRA Payment Periodapplicable award agreement governing each applicable RSU and the terms and conditions of the Applied Blockchain, a fully taxable cash payment equal Inc. 2022 Incentive Plan, as amended, restated, or otherwise modified from time to time (the “2022 Plan”, and such vesting, the “RSU Continued Vesting”); provided, however, notwithstanding anything in the Restricted Stock Unit Award evidencing the November 2024 RSUs to the COBRA premium contrary, 81,666 of the November 2024 RSUs shall vest on June 1, 2025, subject to you providing continuous services to the Company through such date. Notwithstanding the foregoing, should the Company terminate this Agreement for any reason prior to the vesting of the unvested RSUs that would have vested during the Transition Period (other than a termination for Cause), and notwithstanding anything in the Restricted Stock Unit Awards evidencing the RSUs to the contrary, all such monthunvested RSUs shall, less applicable federalsubject to the terms and conditions of this Agreement, state vest immediately; and (d) The 612,500 PSUs granted to you on November 15, 2024 (the “PSUs”) will remain outstanding and local payroll taxes eligible to vest in the event all of the Vesting Conditions (as defined in Section 2.2 of that certain Performance Stock Unit Award dated as of November 15, 2024 (as amended, restated, or otherwise modified from time to time, the “PSU Award Agreement”)) are satisfied by April 30, 2026 (or, if earlier, the date of termination for Cause) or, if earlier, upon the consummation of a Change of Control (as defined in the PSU Award Agreement)). In the event all of the Vesting Conditions are not satisfied by April 30, 2026 (and you have not been terminated for Cause), 306,250 of the 612,500 PSUs will remain outstanding and eligible to vest in the event all of the Vesting Conditions are satisfied on or prior to December 31, 2027 (or, if earlier, upon the consummation of a Change of Control (as defined in the PSU Award Agreement), in each case, subject to the terms and conditions of the 2022 Plan and the PSU Award Agreement (the foregoing, together with the RSU Continued Vesting, the “Continued Vesting”). In the event all of the Vesting Conditions are not satisfied by April 30, 2026, the remaining 306,250 of the PSUs shall automatically, without further action, notice, or deed, be forfeited, effective as of such date, without payment of consideration therefor. Additionally, all RSUs that are scheduled to vest after the last day of the Transition Period shall automatically, without further action, notice, or deed, be forfeited, effective as of the Transition Date, without payment of consideration therefor. You acknowledge that you are not otherwise entitled to the severance and other withholdings required by lawconsideration under any severance policy, plan, program, agreement, or otherwise and that the Company would not agree to provide you with these severance payments and benefits and other consideration without your general release of claims and other promises in this Agreement. You also agree that these severance payments and benefits and other consideration constitute good and valuable consideration for your general release of claims and other promises in this Agreement. Notwithstanding the remainder of foregoing to the contrary, the Company’s aggregate payment obligation under Section 4 shall be limited to $1,000 (and the COBRA Payment PeriodAssistance and Continued Vesting shall become null and void) if the waiver contemplated in Section 6 does not become effective on the 8th day after the date of this Agreement.

Consideration. In As express consideration of for Employee’s execution of and compliance with the terms of this Agreement, Agreement and the execution of the short period release set forth in Exhibit A on the Retirement Date (the “Short Form Release”) and provided that Employee signs you have not exercised your right to revoke the Supplemental Short Form Release within seven days of Claims its execution, Employer agrees to enter into a four year consulting agreement with you dated April 3, 2021 (the form of which is attached hereto as Exhibit B B) and to be executed concurrently with the effective time of separation of employment by retirement on or within five (5the Retirement Date pursuant to Section 15(e) days of the Separation Date hereof (the “Supplemental ReleaseConsulting Agreement”) ). The Consulting Agreement includes a yearly payment of $250,000 for the services set forth therein and does not revoke ita yearly payment of $35,000 as a health care stipend to assist Employee in the payment of his health costs and health insurance. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the Company will provide last day of the month in which Employee’s employment terminates. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company’s Employee Benefits Plan in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent continuation requirements of twelve COBRA (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for amended), Employee and her covered dependents following Employee’s separation, the Company shall pay may be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Consideration. In consideration for a release of claims and other promises in this Release Agreement and provided that Employee has not revoked this Agreement as described in Section 21, the Company shall: (a) beginning with the Company’s first regular payroll paid at least three business days following the expiration of the Revocation Period (as defined in Section 21), pay Employee severance for a period of eighteen (18) months following the Date of Separation (the “Severance Period”) at the rate of $535,000 per annum in biweekly or monthly installments less applicable tax withholdings in accordance with the Company’s normal payroll practices as in effect from time to time; (b) with the Company’s first regular payroll paid at least three business days following the expiration of the Revocation Period, pay Employee an amount equal to One Hundred Thirty Four Thousand One Hundred Sixteen Dollars and Forty Four Cents ($134,116.44) less applicable tax withholdings in accordance with the Company’s normal payroll practices as in effect from time to time; (c) promptly reimburse Employee for any reasonable out-of-pocket business expenses properly incurred by Employee prior to March 6, 2020 and documented pursuant to the Company’s reimbursement policy but not yet reimbursed; (d) no later than the date of the Company’s next regularly scheduled payment of payroll following the Date of Separation, pay Employee an amount equal to Employee’s unused paid time off accrued through the Date of Separation (as calculated in accordance with the Company’s normal payroll practices) less applicable tax withholdings; and (e) cause any vested stock options for the Company’s common stock held by Employee as of the Date of Separation to remain exercisable until the earlier to occur of (i) the first (1st) anniversary of the Date of Separation or (ii) the expiration date of the applicable stock option. Employee acknowledges that these payments (other than the amounts set forth in Sections 2(c) and 2(d)) and promises constitute consideration to which he would not be entitled but for his execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of If you sign and do not rescind this AgreementAgreement as set forth in Section 5 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company then Magenta will provide Employee you with the following severance benefits: a Severance Payment. The Company will pay Employee, as severanceand benefits (collectively, the “Consideration”): a. a single, lump sum payment of $384,320.55 (less all required payroll taxes and withholdings), which is equivalent of twelve to nine (129) months of Employee’s your base salary (the “Severance Period”) and your pro-rated 2023 Target Incentive Compensation as of defined in your Amended and Restated Employment Agreement with the Separation Date in Company dated May 2, 2022 (the gross amount of $512,500.00“Employment Agreement”), subject to standard payroll deductions and withholdings. This amount which will be paid in a single lump sum no later within thirty (30) days after the Supplemental Release Effective Date; 1 Except for the obligations set forth in Section 2, as defined therein. b COBRA. Provided that Employee which shall be solely the obligations of Magenta, whenever the terms “Magenta Therapeutics, Inc.,” “Magenta” or the “Company” are otherwise used in this Agreement (including, without limitation, Section 5), it shall be deemed to include Magenta Therapeutics, Inc. and any and all of its investors, divisions, affiliates and subsidiaries and all related entities, and its and their directors, officers, employees, agents, successors and assigns. b. provided you timely elects continued elect COBRA continuation coverage under (within sixty (60) days after the Consolidated Omnibus Budget Reconciliation Action date you receive the related Notice of 1985Election forms) and remain eligible for coverage, as amended (“COBRA”) for Employee payment of all premiums and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary administrative fees required to continue Employeethe participation of you and/or your dependents in the Company’s group medical, dental and Employee’s covered dependents’ health vision insurance coverage that is in effect plans to the extent permitted by COBRA for Employee a period of up to nine (and her covered dependents9) as of months (the “COBRA Reimbursement Period”). The “qualifying event” under COBRA shall be deemed to occur on the Separation Date. The Should you obtain other employment during the COBRA Reimbursement Period and become eligible for group health coverage benefit through such employment, you are obligated to immediately inform the COBRA administrator in writing to cancel as of the date of eligibility for such coverage (the “Eligibility Date”) and the Company’s premium contributions will be paid cease on the Eligibility Date; and c. outplacement services for a monthly basis until the earliest of: period of forty-five (i45) twelve days with a provider chosen by M▇▇▇▇▇▇ and at Magenta’s expense, with such services to begin at a time of your choosing but in no event later sixty (1260) months days after the Separation Effective Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of the covenants undertaken and releases given by Employee in this Agreement, the Company agrees to provide the following: a. The Company shall pay Employee the gross amount of $3,250,000 (three million two hundred fifty thousand dollars), less statutory taxes and provided that withholdings, no later than April 15, 2020. b. The Company shall pay Employee signs 100% of Employee's 2019 Annual Incentive Bonus in the Supplemental Release amount of Claims attached hereto as Exhibit B on or within five $1,250,000 (5one million two hundred fifty thousand dollars) days pursuant to the terms of the relevant Plan, which shall be payable to Employee commensurate with other similarly situated employees of the Company. c. The Company shall provide full vesting of Employee's 2017 Performance Share Plan pursuant to the terms of the relevant Plan. d. The Company shall continue payment of Employee's base salary and benefits at the current rate through the Separation Date (payable in the “Supplemental Release”) and does not revoke itordinary course of the Company's payroll schedule. e. After the Employee's Separation Date, the Company will also provide Employee with continued coverage under the following severance benefits: a Severance Payment. The Company will pay 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, as severance, the equivalent of 's active rate for twelve (12) months of Employee’s base salary as of following the Separation Date ("Benefit Period") if: (a) Employee was enrolled in that particular coverage on the gross amount of $512,500.00, subject Separation Date; (b) Employee elects to standard payroll deductions receive that continued coverage; and withholdings. This amount will be paid in a single lump sum no later thirty (30c) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued is not eligible for coverage under the Consolidated Omnibus Budget Reconciliation Action plans of 1985another employer, as amended (“COBRA”) for which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee's separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date under another employer's comparable plans. f. The Company will arrange executive outplacement services for Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month provider of the COBRA Payment PeriodCompany's choice. g. Employee shall not be required to mitigate the amount of any payment contemplated in Paragraph 2, a fully taxable cash payment equal to the COBRA premium for nor will any earnings or benefits that Employee may receive from any other source reduce any such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder payment. h. The total value of the COBRA Payment Periodpay and benefits described in Paragraph 2 constitutes the "Settlement Payment."

Consideration. In consideration exchange for the promises and agreements made by the Executive contained in this Agreement and in satisfaction of Employee’s execution the terms of this Agreementthe Career Education Corporation Executive Severance Plan, and in addition to the benefits provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itthere under, the Company will provide Employee with (a) within ten (10) days following the following severance benefits: date this Agreement may no longer be revoked by the Executive as described in Paragraph 18 of this Agreement (and provided that this Agreement has not been revoked), but not before January 3, 20100, pay to the Executive a Severance Payment. The Company will lump-sum payment of $462,769.23 (which amount is equal to sixty-four weeks of pay Employee, as severance, calculated based on the equivalent of twelve (12) months of EmployeeExecutive’s base salary as of the Separation Date in Date), less all applicable taxes and other withholdings; (b) pay to the Executive a lump-sum bonus payment of a gross amount of $512,500.00225,000.00, subject which amount is equal to standard payroll deductions 100% of Executive’s 2010 target bonus amount, less all applicable taxes and other withholdings. This , paid in accordance with the normal procedures at the time such payments are made to Employees of the Company, but not later than March 15, 2011, (c) if the Executive is currently a participant in the Company health and/or dental insurance plan(s) and the Executive timely elects to continue insurance coverage under federal COBRA law, the Company will partially subsidize such COBRA coverage such that the Executive will only pay the same cost that similarly situated active employees of the Company pay for such insurance coverage for the following month(s): December 2010 through May 2012; (d) pay for one year of access to executive-level outplacement services to be provided to the Executive by an organization selected by the Executive and agreed to by the Company, which amount will be paid in a single lump sum no later thirty directly to the outplacement services provider (30provided such amount shall not exceed $75,000.00); and (e) days after each option to purchase shares of the Supplemental Release Effective Company issued to the Executive under the Company’s 1998 Employee Incentive Compensation Plan and the Company’s 2008 Incentive Compensation Plan (collectively, the “Option Plans”), which was vested prior to the Separation Date, or which became vested as defined thereinof the Separation Date pursuant to the terms of the Options Plans and the relevant option agreements entered into pursuant thereto or pursuant to the Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Executive and the Company, shall remain outstanding and exercisable until the earlier to occur of (i) the tenth anniversary of the grant date of such option, or (ii) the first anniversary of the date this Agreement is executed (as set forth on the signature page attached hereto). b COBRAThe Executive acknowledges that the monies and benefits set forth in this Paragraph 6 constitute additional consideration above and beyond anything to which the Executive is already entitled, in exchange for Executive’s execution of this Agreement. Provided For purposes of clarification, pursuant to that Employee timely elects continued coverage under certain Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Consolidated Omnibus Budget Reconciliation Action of 1985Executive and the Company, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) effective as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (iA) twelve all unvested Options (12) months after as defined in the Separation Date; Career Education Corporation 1998 Employee Incentive Compensation Plan (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period1998 Plan”). Notwithstanding ) held by the foregoingExecutive under the 1998 Plan became one hundred percent (100%) vested, if at any time and (B) shares of Restricted Stock (as defined in 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, 1998 Plan) held by the Company shall pay Employee on Executive under the last day of each remaining month of the COBRA Payment Period, a 1998 Plan became fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodvested.

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

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

Consideration. In consideration for entering into and not revoking this Release and Consulting Agreement (this “Agreement”), the Executive shall receive the benefits set forth in Section 6(c) of Employee’s execution the of the Employment Agreement dated as of March 9, 2022 by and between the Company and the Executive (the “Employment Agreement”). In addition, in consideration for entering into and not revoking this Agreement, and provided the Company shall extend the exercise period for the vested options held by the Executive upon the Separation Date, as set forth in the table below, such that Employee signs the Supplemental Release vested options will remain exercisable until the earliest of Claims attached hereto as Exhibit B on or within five (51) days the three-year anniversary of the Separation Date Date, (2) the “Supplemental Release”normal expiration date of the applicable option grant, and (3) and does not revoke it, the Company will provide Employee with date of any termination of the following severance benefits: options as a Severance Paymentresult of any corporate transaction provided for under the equity plan under which the option grant was awarded. 10/24/22 155R 29,484 10/24/22 215R 39,684 10/24/22 12RE 42,736 10/24/22 25R 15,432 10/24/22 10R 25,510 The Company will pay Employeealso agrees that, as severance, if Executive signs the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject Confirming Agreement and qualifies for and timely completes all documentation necessary to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continue health insurance coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for Employee ), and her covered dependents following Employee’s separationthe Effective Date of the Confirming Agreement, the Company shall will pay to the insurance carriers when due, the applicable cost of health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health care insurance coverage that is in effect for Employee Executive and Executive’s dependents through April 30, 2024 (and her covered dependents) as of the Separation Date“COBRA Premium”). The Company’s obligation to pay the COBRA coverage benefit will be paid on a monthly basis until the earliest ofPremium shall cease immediately if: (i) twelve (12) months after the Separation Date; Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law, (ii) the date when Employee becomes Executive or Executive’s eligible for substantially equivalent health insurance coverage in connection with new employment dependents cease to be eligible or self-employment; COBRA coverage, or (iii) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance. Executive shall immediately provide written email notice to the date Employee ceases to be Company’s Chief People Officer at r▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ when Executive becomes eligible for such health insurance prior to April 30, 2024. At the conclusion of the Company’s obligation to pay the COBRA Premiums, Executive and his/her other qualified beneficiaries may continue to purchase COBRA continuation coverage for any reasonat his/her own expense, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of subject to applicable law, then in lieu of paying COBRA premiums pursuant to this Section, and the Company shall pay Employee on the last day have no further or additional obligation or liability for continuation of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany benefits.

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

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

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

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

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

Consideration. In As a material inducement to and in consideration for Employee entering into this Release, and subject to the terms and conditions of this Release, the Severance Plan and the Participation Agreement, the Company agrees as follows: a. As a substitute for the 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 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 execution stock 198183625 v3 options and equity awards to the extent shown on Exhibit A under the column entitled “Total Vested Shares as of this AgreementSeparation Date”, and provided that Employee signs 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 Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of 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 “Supplemental Release”terms of such options, is three months following the Separation Date) shall be extended to May 5, 2020, subject to earlier termination in the 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 does not revoke itagrees that, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months respect to any of Employee’s base salary options that qualify as of immediately prior to the Separation Date in as “incentive stock options” under Section 422 of the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRAISOs”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment amendment of COBRA premiums on Employee’s behalf would result stock options to extend the post-termination exercise period will immediately disqualify the “ISO” status of such ISOs that are “in a violation the money” (i.e., have an exercise price per share less than the value of applicable lawthe Company’s common stock) and, then with respect to any such ISOs that are not in lieu the money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the amendment of paying COBRA premiums pursuant 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 SectionSection 2(c), the Company shall pay Employee on Employee’s stock options will continue to be subject to the last day of each remaining month terms and conditions of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state equity plans and local payroll taxes stock option grant notices and other withholdings required by law, agreements under which they were granted. d. Employee acknowledges that she is not eligible for the remainder severance benefits described in this Section 2 in the absence of the COBRA Payment Periodher execution and non-revocation of this Release.

Consideration. In consideration Provided that W▇▇▇▇▇▇▇▇ complies with all of Employee’s execution of his obligations pursuant to this AgreementAgreement through the Effective Resignation Date or the Early Effective Resignation Date and, on the date that his employment terminates, executes and provided that Employee signs does not timely revoke the Supplemental Release of Claims Agreement attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental ReleaseRelease Agreement”) and does not revoke itsubject to the exceptions set forth in Section 7 below, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12shall: a) months of Employee’s Pay W▇▇▇▇▇▇▇▇ his regular base salary through the Effective Resignation Date; b) Continue W▇▇▇▇▇▇▇▇’▇ benefits, including but not limited to medical, vision, dental, life insurance and dental insurance, on the terms and conditions currently provided to W▇▇▇▇▇▇▇▇, through the Effective Resignation Date; c) Reimburse W▇▇▇▇▇▇▇▇ for any necessary and reasonable business expenses incurred by W▇▇▇▇▇▇▇▇ through the Effective Resignation Date/Early Effective Resignation Date, provided such expenses are compliant with Company policy and submitted for reimbursement within 30 days of Effective Resignation Date/Early Effective Resignation Date or as otherwise required by Company policy, whichever is earlier; d) Ensure that the 2,765 stock options under the February 24, 2012 stock grant, which would normally vest on February 24, 2014, shall vest on the Effective Resignation Date/Early Effective Resignation Date; e) Treat the Effective Resignation Date as the Termination Date, for purposes of and as defined in the January 29, 2010 Severance Agreement between the Parties (the “CIC Agreement”) such that the Effective Resignation Date shall be the date on which W▇▇▇▇▇▇▇▇’▇ employment is terminated such that he is entitled to the compensation and benefits provided for in the CIC Agreement; f) Agree, and hereby does agree, that nothing in this Agreement and none of the actions of the Parties under or pursuant to this Agreement shall be interpreted or construed as a Termination For Cause as defined in the CIC Agreement or Paragraph 10 of the 2010 Stock Plan. g) Waive, and hereby does waive, W▇▇▇▇▇▇▇▇’▇ post-employment non-competition obligations under Section 1.1 of the Non-Competition and Non-Solicitation Agreement attached as Annex B to the Employment Agreement as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Resignation Date/

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

Consideration. In I understand that in consideration of Employee’s for my execution of this AgreementRelease, Company agrees to: (a) pay me an amount equal to one year of my annual Base Salary ($475,000), less applicable deductions and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itwithholdings, the Company will provide Employee with the following severance benefits: payable in equal installments over a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employeemonths, in accordance with the Company’s base salary as regular payroll practices, commencing on the Company’s next regular payroll date following the expiration of the Separation Effective Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee in Section 15 herein); and (b) provided I timely elects continued and properly elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Company’s group medical insurance plans, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCompany will continue to subsidize my coverage in such plan(s), the Company shall pay at no cost to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis me, until the earliest of: earlier of (i) twelve (12) months after the Separation DateJanuary 31, 2023; (ii) the date when Employee becomes eligible for substantially equivalent I become covered under another employer’s health insurance coverage in connection with new employment plan or self-employmentMedicare; or (iii) the date Employee ceases to be eligible for expiration of the maximum COBRA continuation coverage period for any reason, including plan termination which I am eligible under law (such period from the Separation Date through the earlier of (i)-(iii)together, the “COBRA Payment PeriodSeverance Benefits”). Notwithstanding the foregoing, if it is understood and agreed that (x) no payment shall be made or begin before the Effective Date of this Release; and (y) at any time the Company determines that its payment end of COBRA premiums on Employee’s behalf would result the period set forth in a violation of applicable law(b) above, then in lieu of paying COBRA premiums I shall be eligible to continue coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium(s) for the entirety of the applicable COBRA continuation period. It is further understood that, should I decline to sign this SectionRelease, I will still be eligible to continue participation in any of the Company shall pay Employee Company’s group insurance plans in which I am enrolled pursuant to COBRA at my own expense. I acknowledge that I will not accrue or earn any additional or supplemental benefits of any kind by virtue of any of the Severance Benefits described above. I acknowledge that, in the absence of my execution of this Release, I would not otherwise be entitled to these Severance Benefits. I further acknowledge that, upon receipt of my final paycheck on the last day Company’s next regular payroll date, and the Severance Benefits, I have received all wages and employment benefits due to me through the Termination Date, and I understand that, except as specifically provided in this Release, I am not entitled to any other payments for salary, severance, notice, vacations, holidays, sick leave, paid time off, compensatory time or other benefits of each remaining month any kind or to any other form or kind of the COBRA Payment Periodpayment, a fully taxable cash payment equal allowance or compensation, including but not limited to the COBRA premium for such month, less applicable federal, state short-term and local payroll taxes long-term disability insurance or benefits and other withholdings required by law, for the remainder of the COBRA Payment Periodlife insurance coverage.

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

Consideration. In consideration of Employee’s execution of for your releases, promises, and representations in this Agreement, the Company agrees that if you (i) sign, and provided that Employee signs do not revoke, this Agreement within the Supplemental Release of Claims attached hereto Revocation Period (as Exhibit B on or within five defined below); and (5ii) days of the Separation Date (the “Supplemental Release”) and does not revoke itcomply with restrictive covenants set forth in this Agreement, the Company will provide Employee you, subject to Section 10, with the following severance benefits: (the “Severance Benefits”), which you acknowledge is more than you would be entitled to receive if you did not sign this Agreement: ▇. ▇▇▇▇▇▇▇▇▇ pay in a Severance Payment. The Company will pay Employee, as severance, the equivalent total amount equal to twenty-four (24) weeks of twelve (12) months of Employee’s your current base salary as 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 Separation Date Revocation Period but in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum any event no later thirty than sixty (3060) days after the Supplemental Release Effective Separation Date (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, as defined therein. b COBRA. Provided and to the extent that Employee timely elects continued you are and remain eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employeethe Company’s separationgroup health plan, payment of that part of the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance for such continued coverage that is in effect for Employee of you (and her covered dependents) and, if applicable as of the Separation Date. The COBRA , your dependents) that exceeds the amount that you would pay for such coverage benefit will be paid if you were an active employee of the Company, starting on a monthly basis until the earliest of: first day following the date on which your coverage under that plan as an employee of the Company ends, and ending on the earlier of (i) twelve the date as of which twenty-four (1224) months after the Separation Dateweeks of such subsidized COBRA premiums have been paid; or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases on which your right to be eligible for COBRA continuation coverage under COBRA ends. You agree and acknowledge that for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiso long as you are covered by COBRA and receiving severance pay under Section 4(A), the “COBRA Payment Period”). Notwithstanding amount that you would pay for coverage under the foregoing, Company’s group health plan if at any time the Company determines that its payment you were an active employee of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on be deducted from such severance payments, and that this coverage under the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Company’s group health plan shall run concurrently with such plan’s obligation to the COBRA premium for provide continuation coverage pursuant to COBRA. You further agree and understand that this Section 4(B) shall not limit such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.plan’s obligation to provide continuation coverage under COBRA; and

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

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

Consideration. In ▇. ▇▇ consideration for signing this Release and the consideration set forth in the Letter Agreement (the terms and conditions of Employee’s execution of which are incorporated as if fully set out herein), and only so long as the Employee remains fully in compliance with the promises, terms and conditions made in this Release and the Letter Agreement, the Parties have agreed to the terms and provided that conditions as set forth herein. b. The Employee shall not be entitled to any equity grants, including but not limited to, grants of non-qualified stock options, performance stock options, performance shares or restricted stock units (collectively “Equity Awards”), following the date the Employee signs the Supplemental Release of Claims attached hereto this Release. All Equity Awards outstanding as Exhibit B on or within five (5) days of the Separation Date date the Employee signs this Release (i) shall continue to vest in accordance with their terms through the Departure Date, and (ii) shall continue to be governed by the terms of the Frontdoor, Inc. 2018 Omnibus Incentive Plan (the “Supplemental Release2018 Plan”) and does not revoke itsuch agreements executed thereunder including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. For purposes of clarity, with respect to his Equity Awards, the Employee shall be treated as if the Employee was terminated without Cause (as so defined under the 2018 Plan and the agreements thereunder) as of the Departure Date. Except as otherwise provided in the 2018 Plan or any Equity Award agreement with the Company executed thereunder, any unvested portion of the Equity Awards as of the Departure Date shall be cancelled without payment therefor upon the Departure Date. ▇. ▇▇▇▇▇▇▇▇▇▇ of whether the Employee chooses to enter into this Release, subject to the Company’s standard reimbursement policy and manager’s approval, the Company will provide agrees to reimburse Employee for all outstanding expenses that the Employee incurred in the normal course of performing the Employee’s duties for the Company prior to the Employee’s termination of employment with the following severance benefits: a Severance PaymentCompany. The Company will pay Employeealso pay, as severancein accordance with the Company’s standard paid time off (“PTO”) policy, the equivalent of twelve (12) months of Employee’s base salary accrued-but-unused PTO regardless of whether the Employee signs this Release. d. Except as of the Separation Date provided in the gross amount of $512,500.00Letter Agreement, subject all benefits shall cease upon the Departure Date except that, in respect to standard payroll deductions and withholdings. This amount the health insurance plan, the Employee will be paid allowed to continue participation in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Company’s health insurance plan in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for regardless of whether the Employee and her covered dependents following enters into this Release. Information regarding the Employee’s separationCOBRA rights will be sent under separate cover. Except as specified herein, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit benefits will be paid on a monthly basis until governed by the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment applicable plan and grant or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodaward terms.

Consideration. In consideration of Employee’s execution accordance with the terms of this Agreement, and provided that Employee signs I sign and do not revoke this Agreement within the Supplemental Release deadlines set forth herein, I will be entitled to receipt of Claims attached hereto a cash payment of $15,833.33 (the “Cash Severance”), paid on the Company’s regular payroll schedule after the Company receives the executed release and the revocation period provided for below has expired and subject to applicable deductions. In addition, as Exhibit B of the Separation Date, I agree to enter into a Consulting Agreement with the Company, in a form mutually acceptable to me and the Company, pursuant to which I will provide transitional consulting services to the Company (the “Consulting Agreement”). In addition, I agree and acknowledge that, as of the Separation Date, I hold the following options to purchase common stock of the Company (the “Stock Options”): In accordance with the terms of my applicable stock option agreements issued to me, all unvested Stock Options would be forfeited on or within five the Separation Date, absent the execution and effectiveness of this Agreement and entry into, and performance in accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my unvested Stock Options shall continue to vest and be exercisable in accordance with their terms, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my unvested Stock Options shall fully vest, and all of my Stock Options will be exercisable for a period of three (53) days of years following the Separation Date (the “Supplemental ReleaseOption Vesting Acceleration and Extended Exercise”) ). In addition, in accordance with the stock purchase agreements entered into between me and does not revoke it, the Company will provide Employee with governing the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent vesting terms of twelve (12) months my 20,000 shares of Employee’s base salary as restricted common stock of the Separation Date in the gross amount of $512,500.00Company currently vesting on April 7, 2019, subject to standard payroll deductions the terms and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after conditions of the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Consulting Agreement (“COBRAUnvested Stock”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of all Unvested Stock would be forfeited on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , absent the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage execution and effectiveness of this Agreement and entry into, and performance in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my Unvested Stock shall continue to vest in accordance with the terms of the applicable stock purchase agreement, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my Unvested Stock shall fully vest (the “COBRA Payment PeriodStock Vesting”). Notwithstanding the foregoingI acknowledge and agree that I have no other options, if at any time unvested stock or other rights to purchase stock in the Company determines that its payment other than the rights to purchase shares subject to the Stock Options and the Unvested Stock detailed above. In addition, subject to the effectiveness of COBRA premiums on Employee’s behalf would result in a violation this Agreement, I shall be entitled to retain ownership and possession of applicable lawone (1) Lenovo Thinkpad laptop issued to me by the Company (the “Laptop Benefit”). The Cash Severance, then in lieu of paying COBRA premiums pursuant to this Sectionentry into the Consulting Agreement, the potential Option Vesting Acceleration and Extended Exercise, the potential Stock Vesting, and the Laptop Benefit shall collectively be referred to as the “Severance Benefits.” I agree that the Severance Benefits are something of value and that I am not already entitled to these additional benefits and compensation. I understand and agree that the Severance Benefits to be paid under this Agreement are due solely from the Company shall and that Insperity PEO Services, L.P. (“Insperity”) has no obligation to pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash Severance Benefits even though payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodmay be processed through Insperity.

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

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

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

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

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

Consideration. In Unless Executive revokes as described below, the Company shall provide the following consideration for this Agreement: (a) Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of Employeecompensation at Executive’s base salary rate at the time of execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on less all lawful or within five required deductions (5) days of the Separation Date (the “Supplemental ReleaseInitial Severance Pay”) and does not revoke it, the Company will provide Employee with the following severance benefits: a ). Initial Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Pay shall be paid in a single lump sum no later thirty (30) days on the next regularly scheduled payroll day after the Supplemental Release later of the expiration of the Revocation Period described below (the “Effective Date”) or the Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit to which Executive is not otherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments described in Section 2(b) for purposes of Section 409A of the Internal Revenue Code of 1986, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985amended, as amended including any regulations and other guidance issued thereunder (“COBRASection 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4). (b) for Employee Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and her covered dependents following Employee’s separationas a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay to health insurance provider Executive additional severance pay as described in this Section 2(b). On the full monthly COBRA premiums necessary to continue EmployeeCompany’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as regular payroll dates, starting from the later of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Effective Date or the earliest of: Termination Date for twenty-two (i22) twelve bi-weekly pay periods (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Payment Period"), the Company will pay Executive ratably based on Executive’s annual base salary at the time of termination of $350,000, less all lawful or required deductions (“COBRA Payment PeriodSeverance Pay”). Notwithstanding This Severance Pay will be offset, as described herein, by any compensation for services earned during the foregoingPayment Period. Beginning on the Termination Date and continuing through the Payment Period, if at Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under this Section 2(b). If Executive obtains other employment or earns compensation during the Payment Period, such earnings shall be offset against the Severance Pay described in this Section 2(b). Executive agrees to refund any time Severance Pay already provided, to the extent necessary to offset compensation earned during the Severance Period. This offset requirement does not apply to Initial Severance Pay under Section 2(a). For purposes of this Section 2(b), Executive agrees to promptly inform the Company determines that its payment regarding his employment status (and any changes thereto) and the amount of COBRA premiums on Employee’s behalf would result in a violation any compensation he earns during the Payment Period. Each of applicable law, then in lieu of paying COBRA premiums the individual severance payments made pursuant to this SectionSection 2(b) shall be treated as a separate payment, the Company shall pay Employee on the last day rather than as a part of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by lawsingle payment, for purposes of Section 409A, including the remainder of the COBRA Payment Periodshort-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

Consideration. In consideration of Employee’s execution Provided the Employee satisfies the conditions of this AgreementAgreement (including returning all Company property as provided in Paragraph 9 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days complying with all restrictive covenants of the Separation Date (the “Supplemental Release”Employment Agreement) and does not revoke itthis Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months will: a. Make lump-sum payment equal to 50% of Employee’s base salary as of the Separation Date in the gross total amount of $512,500.00112,500, subject plus an additional sum of $37,501.50 (together, the “Lump Sum Payment”) less applicable withholdings and deductions; the Company shall also be entitled, and Employee hereby authorizes the Company to standard payroll deductions and withholdingsoff-set any amounts owed by Employee to the Company from the Lump Sum Payment. This amount will The Lump Sum payment shall be paid in a single lump sum no later than thirty (30) days following the expiration of any applicable revocation period. b. The Company shall pay 100% of the Employee’s and his eligible dependents’ health care coverage under COBRA, for a period six (6) months. If the Employee obtains other healthcare coverage during this six (6) month period, the Employee will notify the Company in writing and the Company will discontinue these COBRA payments. Because the Employee is no longer employed, the Employee’s rights to any particular employee benefit will be governed by applicable law and the terms and provisions of the Company’s various employee benefit plans and arrangements. The Employee’s Separation Date will be the date use in determining benefits under all Company employee benefit plans. c. Pay the Employee’s accrued, but unused vacation as of the employment termination date, less applicable withholdings and deductions. The Company and the Employee agree that the Employee has 136 hours of accrued, but unused vacation, which entitles the Employee to a cash payment of $ 14,711.12. d. Not contest any claim by Employee for unemployment compensation related to Employee’s separation from employment with the Company. e. Pay Employee’s actual business expenses incurred as part of the ordinary course of employment with the Company within 15 days after receipt of proper documentation. f. The Company agrees that Section 7 of the Supplemental Release Effective DateEmployment Agreement shall survive such that Employee will be entitled to the payments and other benefits provided for in said Section 7 of the Employment Agreement if a Change in Control, as defined thereinin Exhibit A of the Employment Agreement, shall occur on or before October 20, 2007. b COBRAEmployee acknowledges that the right to receive any payments or other benefits as provided for in Section 7 of the Employment Agreement shall cease and the Company shall have no further obligation with regard to said provision after October 20, 2007. Provided In addition to the foregoing, provided that Employee timely elects continued coverage under satisfies the Consolidated Omnibus Budget Reconciliation Action conditions of 1985this Agreement (including returning all Company property as provided in Paragraph 9 below, as amended (“COBRA”and complying with all restrictive covenants of the Separation Pay Agreement) for Employee and her covered dependents following Employee’s separationdoes not revoke this Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (acknowledge and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonagree that, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal notwithstanding anything to the COBRA premium for such monthcontrary in any applicable documents evidencing a grant of an award under the Lodgian, less applicable federalInc. 2002 Stock Incentive Plan or any similar plan, state any awards of options to purchase Company stock held by Employee shall be immediately exercisable in full, and local payroll taxes and other withholdings required all vesting restrictions upon any restricted stock held by law, for the remainder of the COBRA Payment PeriodEmployee shall lapse.

Consideration. In consideration of Employee’s execution of this Agreement, (a) You will be entitled to the following payments and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or benefits (subject to applicable deductions and withholdings) within five ten (510) business days of the Separation Date Date. Terms not defined in the Agreement and the Release attached as Exhibit A hereto (the “Supplemental Release”) and does not revoke it, shall have the Company will provide Employee meanings assigned to the terms in your employment agreement with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany, dated May 5, 2008, as severance, amended (the equivalent of twelve “Employment Agreement”): (12i) months of Employee’s base Your unpaid salary as through the Separation Date. (ii) Your accrued and unused vacation time through the Separation Date. (iii) Reimbursement for any unreimbursed expenses to which you are entitled pursuant to Section 3(d) of the Separation Date in Employment Agreement. (b) You will be entitled to the gross amount of $512,500.00, following payments and benefits (subject to standard payroll applicable deductions and withholdings) contingent upon your execution and delivery, within twenty-one (21) days following your Separation Date, of the Release and non-revocation of the same as set forth in the Release: (i) A lump sum payment of $450,000 on the thirtieth day following the Separation Date, and a lump sum payment of $4,550,000 on February 1, 2011. (ii) A lump sum cash payment on February 1, 2011 equaling the fair market value for 114,426 unvested shares of Knight Capital Group, Inc. (“KCG”) common stock related to your 2009 bonus (the “bonus shares”). This amount For purposes of establishing fair market value for the restricted shares, the fair market value will be paid in a single based on the average of the high and low sales price on the New York Stock Exchange for KCG common stock as of July 30, 2010. In exchange for the lump sum no later thirty payment for your bonus shares, your unvested bonus shares shall be forfeited. (30iii) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee Subject to your timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company shall (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s extent permitted under applicable law and Employee’s covered dependents’ health insurance coverage that is in effect the terms of such plan) which covers you, your spouse and your dependents for Employee (and her covered dependents) as a period of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after at the Company’s expense, provided that you are eligible and remain eligible for COBRA coverage. (iv) The Company will directly or through one or more affiliated entities, invest up to $12,500,000 in a hedge fund that you create, subject to terms and conditions to be agreed by you and Knight, which will include (x) concurrently with Knight’s investment, your investment of at least $10,000,000 and the investment by one or more other investors of the difference between $12,500,000 and the amount invested by you; (y) the hedge fund is created within two (2) years of the Separation Date; and (iiz) the date when Employee becomes eligible for substantially equivalent health insurance coverage Knight being provided with investment terms at least as favorable as all other similarly situated investors investing similar or lesser amounts in connection with new employment or self-employment; or (iii) the date Employee ceases such hedge fund. Your formation of and involvement in a hedge fund will be deemed not to be eligible competitive for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month purposes of the COBRA Payment Periodnon-compete provisions set forth in Section 8 of this Agreement, provided you do not act as a fully taxable cash payment equal to broker-dealer or engage in the COBRA premium for such month, less applicable federal, state origination and local payroll taxes and other withholdings required by law, for the remainder securitization of the COBRA Payment Periodmortgages.

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

Consideration. (a) In exchange for and in consideration of the covenants and promises contained herein, including the Employee’s execution release of all claims against Cambium and the Released Parties as set forth in this Agreement, and provided that Employee signs in accordance with the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days terms and conditions of the Separation Date (the “Supplemental Release”) Employment Agreement and does not revoke itsubject to Paragraph 8 below, the Company Cambium will provide the Employee with (i) an amount equal to the following severance benefits: Employee’s monthly Base Salary (as in the amount paid as of the Termination Date) less applicable withholdings and deductions, for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months following the Termination Date, payable in accordance with the Company’s standard payroll practices and with the first payment to occur within 30 days following the Termination Date and such first payment to include the installment payments from the Termination Date to the date of such first payment, and (ii) a pro-rata portion of the Employee’s base salary Annual Bonus (as defined in the Employment Agreement) for fiscal year 2023 based on actual results (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during fiscal year 2023 that the Employee was employed by the Company and the denominator of which is 365) payable at the same time as bonuses for such year are paid to other senior executives of the Separation Date in Company. (b) In the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided event that Employee timely elects to obtain continued group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended in accordance with federal law (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue will reimburse Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid , on a monthly basis until basis, for the earliest of: (i) cost of the premiums for such coverage following the Termination Date, through the earlier of twelve (12) months after or the Separation Datedate on which Employee first becomes eligible to obtain other group health insurance coverage; thereafter, Employee may continue to receive such continued group health insurance coverage at his own expense in accordance with COBRA. Employee must notify the Company promptly in the event he is offered equivalent health care coverage. (c) For the avoidance of doubt, the Employee’s outstanding equity awards granted to the Employee under the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”) shall continue to vest in accordance with the terms of the applicable award agreements during the Employee’s continued service as a non-employee member of the Board, provided that the parties agree that the performance-based equity award granted to Employee on May 16, 2023 shall terminate and be cancelled as of the Termination Date without any payment due to Employee. (d) The Employee acknowledges and agrees that unless the Employee enters into this Agreement, the Employee would not otherwise be entitled to receive the consideration set forth in Paragraph 3(a) and (b) above. /2 (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 date when Employee becomes eligible consideration set forth in Paragraphs 2, 3 and 4 of this Agreement constitute full accord and satisfaction for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) all amounts due and owing to the date Employee ceases to be eligible for COBRA continuation coverage for any reasonEmployee, including plan termination 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. (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, f) All payments made by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state any mandatory deductions and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodwithholdings.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that a. Provided Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) executes and does not revoke itthis Agreement and continues to comply with all applicable restrictive covenants, the Company Employer will provide Employee with the following severance benefitsconsideration to Employee: a Severance Payment. The Company i. Employer will pay Employee severance payments totaling $1,260,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2022 ($560,000), as severanceless all required withholdings and deductions (together, the equivalent of “Severance Payments”), payable generally in ratable installments over a twelve (12) months month period following the Separation Date in accordance with the Company’s 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 (27,819 shares) of Employee’s base salary Make-Whole RSU Award (as defined in the Employment Agreement, dated as of March 4, 2020, between Employee and Employer (the “Employment Agreement”) and granted on March 4, 2020) will vest in full as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions Date. iii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued health coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended 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) for weeks of COBRA following the 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 Exhibit 10.5 iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and her covered dependents following Employee’s separationEmployer dated June 8, 2020, May 10, 2021, and May 10, 2022, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Make Whole RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall pay take such steps as may be necessary or appropriate to health insurance provider vest up to 82,409, 762 and 1,215, respectively, of Restricted Stock Units on the full monthly COBRA premiums originally applicable Vesting Dates (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 and May 10, 2022, 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 continue vest up to 52,977, 29,732 and 3,646, 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. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. vi. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the 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 “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee , directly (and her covered dependentsi) as of the Separation Date. The COBRA coverage , Employee shall not be entitled to any payment or benefit will be paid on pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a monthly basis separation from service (within the meaning of Section 409A) until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiA) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death), the “COBRA Payment Period”). vii. Notwithstanding the foregoing, if Employee is eligible at any time to reapply for employment with the Company determines for roles for which Employee is qualified. Employee agrees, however, that its payment 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 COBRA premiums on the 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 behalf would result execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in a violation this Agreement shall be deemed to be an admission of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee liability or wrongdoing on the last day part of each remaining month Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, c. Employer will also provide Employee all Accrued Obligations (as defined in the Employment Agreement), regardless of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state whether Employee executes and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddoes not revoke this Agreement.

Consideration. In consideration Subject to and conditioned upon: (a) the Executive’s continued compliance with the terms of Employeethis Release, Sections 8 and 9 of the Employment Agreement and continued service through the Separation Date, (b) upon the Executive’s execution and nonrevocation of this AgreementRelease, and provided that Employee signs compliance with this Release, which Release shall have become effective and irrevocable on the eighth (8th) day following the date the Executive executes this Release (the “Effective Date”), and (c) the Executive executing on the Separation Date and not revoking the supplemental release in the form attached to the Employment Agreement (the “Supplemental Release”), which Supplemental Release shall become effective and irrevocable on the eighth (8th) day following the date the Executive executes such Supplemental Release, the Company shall provide the Executive with the following benefits in connection with the cessation of Claims attached hereto the Executive’s active employment with the Company in full satisfaction of Section 6(f) of the Employment Agreement as Exhibit B 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; (b) reimbursement of all reimbursable expenses that have not been reimbursed as of the Separation Date, with such reimbursement to occur in accordance with the procedures set forth in Section 4(e) of the Employment Agreement and payment for unused vacation to be paid within fourteen (14 days) following the Separation Date; (c) a cash amount equal to $1,125,000 (the “Severance Payment”), of which $675,000 will be paid on or within five the Effective Date and the remaining amount shall be paid in equal installments over a period of twenty-four (524) days of months following the Separation Date (the “Supplemental ReleaseSeverance Period”) and does not revoke it); provided, however, that if a Change in Control occurs prior to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as end of the Separation Date in Severance Period, any unpaid portion of the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Severance Payment shall be paid in a single lump sum no later thirty payment upon the date of such Change in Control; (30d) days after a cash amount equal to $270,600 in respect of the Supplemental Release Executive’s annual bonus for 2020, payable in full on the Effective Date; (e) during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, as defined therein. b COBRA. Provided that Employee timely elects continued reimbursement for Executive and Executive’s eligible dependents COBRA premiums for coverage under the Consolidated Omnibus Budget Reconciliation Action Company’s medical, dental, vision and prescription drug plans, with such reimbursement to occur in accordance with the procedures set forth in Section 4(e) of 1985the Employment Agreement; provided, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationhowever, that if, at any time during the Severance Period, the Company shall pay to health insurance provider Executive and the full monthly COBRA premiums necessary to continue EmployeeExecutive’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases dependents cease to be eligible for COBRA continuation coverage (except as a result of the Executive’s becoming eligible for coverage under the medical, dental, vision or prescription drug plans of a subsequent employer), the Company shall reimburse the Executive all reasonable premium costs incurred by the Executive to provide private medical, dental, vision and prescription drug insurance coverage for any reasonthe Executive and the Executive’s eligible dependents that is substantially equivalent to the medical, including plan termination (such period from dental, vision and prescription drug insurance by which the Separation Date through Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination, until the earlier of (i)-(iii)x) the termination of the Severance Period and the date on which the Executive becomes eligible for coverage under 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 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 Sectioncoverage, the Company shall will pay Employee to the Executive a lump sum payment, on the last day of each remaining month Effective Date, equal to $3,000, which payment shall be satisfaction in full of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Company’s obligations under this clause 3(e);

Consideration. In As a material inducement to and in consideration for Employee entering into this Release, and subject to the terms and conditions of this Release, the Severance Plan and the Participation Agreement, the Company agrees as follows: a. Pursuant to Section 2(a)(l) of the Participation Agreement, Employee shall continue to receive his current base salary for 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 acceleration of Employee’s execution of this Agreement, 's options and provided equity awards to the extent described in Exhibit A and Employee expressly acknowledges that Employee signs (1) will be responsible for paying to the Supplemental Release Company the amount of Claims attached hereto required tax withholding due as Exhibit B on a result of the acceleration of Employee's restricted stock unit awards and upon Employee's exercise of certain stock options and (2) has consulted with his tax advisors regarding these tax implications or within five has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee's stock options and restricted stock unit awards will continue to be subject to the terms and conditions of the equity plans and stock option and restricted stock unit grant notices and agreements under which they were granted, pursuant to which (51) days outstanding stock options and restricted stock unit awards that are not vested as of the Separation Date (after taking into account the “Supplemental Release”vesting acceleration described above) will immediately terminate and does not revoke it, (2) outstanding and unexercised stock options that are vested as of the Company Separation Date (after taking into account the vesting acceleration described above) will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of continue to be exercisable for up to twelve (12) months of Employee’s base salary as of following the Separation Date in the gross amount of $512,500.00Date, subject to standard payroll deductions and withholdings. This amount will be paid earlier termination in the event of a single lump sum no later thirty (30) days after change in control or corporate transaction as set forth in the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as terms of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until equity incentive plan under which the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when equity awards were granted. d. Employee becomes acknowledges that he is not eligible for substantially equivalent health insurance coverage the severance benefits described in connection with new employment or selfthis Section 2 in the absence of his execution and non-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 revocation of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodRelease.

Consideration. In consideration of Employeereturn for Executive’s execution of promises in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days in lieu of the Separation Date Severance Benefits (as defined in the “Supplemental Release”) and does not revoke itEmployment Agreement), the Company will provide Employee Executive with the following severance benefits: a Severance Payment. The Company will pay Employee, as severancesubject to this Agreement becoming effective and irrevocable and the terms and conditions set forth in the Employment Agreement, including, but not limited to, Section 16 thereof (the “Consideration”): (a) continued payment of Executive’s Base Salary (less necessary withholdings and authorized deductions) through November 30, 2025 in accordance with the Company’s normal payroll practices; (b) payment of $750,000 (the equivalent of the Base Salary that Executive would have earned over the next twelve (12) months following the termination date) (less necessary withholdings and authorized deductions), payable in twelve equal monthly installments on the first regularly scheduled Company payroll date of Employee’s base salary each month following November 30, 2025; (c) payment of $50,000 (less necessary withholdings and authorized deductions), payable in twelve equal monthly installments on the first regularly scheduled Company payroll date of each month following November 30, 2025; (d) subject to Section 5(g) of the Employment Agreement, reimbursement of insurance premiums payable to retain group health coverage as of the Separation Date in the gross amount of $512,500.00, subject termination date for Executive and Executive’s eligible dependents pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended (“COBRA”), for fourteen (14) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse Executive within thirty (30) days of receiving a properly submitted request or, at Executive’s election, pay such premiums directly for Employee such fourteen (14) month period; (e) continued vesting of Executive’s outstanding Company equity awards through November 30, 2025 in accordance with their terms, subject to Executive continuing to be a Service Provider (as defined in the Company’s Amended and her covered dependents following Employee’s separation, Restated 2016 Equity Incentive Plan) to the Company shall pay under the Consulting Agreement (as defined in Section 8 below) through November 30, 2025; and (f) payment for executive outplacement assistance services with the Company’s current outplacement services vendor and in accordance with the Company’s current policies and practices with respect to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect outplacement assistance for Employee (and her covered dependents) as other executives of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) Company for up to twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddate.