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 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 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 Employee’s execution of for signing this Agreement, complying with its terms, and provided that Employee signs does not revoke this Agreement, Golden Entertainment, Inc. agrees if Employee properly elects to continue coverage in Employer’s medical, dental and vision plan(s) pursuant to the Supplemental Release of Claims attached hereto as Exhibit B on or within five Consolidated Omnibus Budget Reconciliation Act (5) days of the Separation Date (the “Supplemental ReleaseCOBRA”) and does not revoke itthe applicable terms of the plan, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Employer will pay Employee, as severance, all COBRA premiums (at the equivalent same level of coverage for Employee in effect immediately prior to the Separation Date) for twelve (12) months of such coverage unless 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: period ends earlier (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 Any further coverage beyond twelve (12) months will be at Employee’s expense. Should the foregoing, if at any time the Company determines that its COBRA policy lapse due to Employee’s non-payment of any employee premiums and/or Employee’s failure to submit required COBRA forms, it shall be the responsibility of Employee to cure such defects, and Employer will not be held liable for any lapses in coverage and will not be required to make any payments for continued healthcare coverage for the Employee during any lapse in COBRA coverage. If the Employer, in its sole discretion, determines the payments of any COBRA premiums on Employee’s behalf would result in a violation violate the nondiscrimination rules or cause the reimbursement of applicable lawclaims to be taxable under the Patient Protection and Affordable Care Act of 2010, then in lieu together with the Health Care and Education Reconciliation Act of paying COBRA premiums pursuant to this Section2010 (collectively, the Company shall pay Employee on the last day of each remaining month “Act”) or Section 105(h) of the COBRA Payment PeriodInternal Revenue Code, a fully the premium payments will be imputed as income and treated as taxable cash payment equal to Employee to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for extent necessary to eliminate any discriminatory treatment or taxation under the remainder Act or Section 105(h) of the COBRA Payment PeriodCode.

Consideration. In consideration of this Agreement and the release herein, and 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 itcompliance with Employee’s obligations hereunder, the Company will provide Employee with the following following: (i) severance benefits: a Severance Payment. The Company will pay Employeeof $567,294, as severanceless all lawful and authorized withholdings and deductions, the equivalent of twelve (12) months of which Employee agrees and acknowledges is equal to Employee’s base salary for a period of 12 months, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date (defined below); (ii) payment of a pro-rated bonus in the amount of $156,310.85, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to a pro-rated portion of Employee’s target bonus for 2024, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date; (iii) payment of a separation bonus in the amount of $283,647, less all lawful and authorized withholdings and deductions, which Employee agrees and acknowledges is equal to 100% of Employee’s target bonus for 2024, to be paid in a lump sum on the Company’s first regular payroll date following the Effective Date; (iv) after Employee’s insurance coverage under the Company’s group benefit plans cease 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 if Employee timely elects continued to receive coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider directly the full monthly portion of COBRA premiums necessary to continue paid by Employee for Employee’s continuation of health, dental, and Employeevision benefits coverage under the Company’s covered dependents’ health insurance coverage group benefit plans, for up to 12 months (less all lawful and authorized withholdings and deductions); provided, however, that is Employee shall notify the Company if Employee participates in effect for another group health, dental, or vision benefits from another employer, in which case, such COBRA subsidy shall terminate effective as of the first date Employee participates in such other group coverage; and (v) any outstanding equity awards granted to Employee under the Company’s equity compensation plans and her covered dependents) that would have vested during the 12-month period following the Separation Date shall become fully vested as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Date and otherwise treated in accordance with 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 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 compensation plan and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcorresponding award agreements.

Consideration. In (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a separation payment (“Separation Payment”) in a lump sum total gross amount equal to Three Hundred Seven Thousand Five Hundred ($307,500) Dollars; less all required government payroll deductions and provided that Employee signs the Supplemental Release withholdings, which is an amount equal to eight (8) months of Claims attached hereto as Exhibit B on or Employee’s current base wages. The Separation Payment shall be made within five (5) business days after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, Employer agreed to pay an amount equal to his target Employee bonus award for 2015 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”). For 2015, Employee’s target bonus is Five Hundred Forty-Six Thousand Seven Hundred Fifty ($546,750.00) Dollars (the “Bonus Award”). Employee understands and acknowledges that he would not otherwise be eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Award received is at the full discretion of the Employer. The Bonus Award shall be made within five (5) business days of the Separation Date Effective Date. (iii) As further consideration, commencing on June 1, 2015, subject to the “Supplemental Release”) terms, conditions and does not revoke it, limitations of that health insurance plan Employer shall pay for 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 full cost 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 premium for continued health insurance coverage under ETP’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for a period of seven (7) months (the “COBRA Period”), so that, upon Employee making appropriate and her covered dependents following timely election, the COBRA Period shall continue through December 31, 2015 with no interruption in coverage,. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. If Employee commences employment wih another Employer prior to the end of the COBRA Period and is offered health coverage, Employee must timely enroll in such new employer’s coverage and terminate the coverage provided by ETP within thirty (30) days of commencement of Employee’s separationnew employment. (iv) Additionally, Employer agrees to, as soon as reasonably practical in accordance with applicable internal trading policies and/or rules and regulations of the Company shall pay Securities and Exchange Commission, remove all restrictions/restricted legends from Energy Transfer Equity, L.P. (“ETE”) and ETP common units currently beneficially owned by Employee to health insurance provider allow for the full monthly COBRA premiums necessary to continue transfer, sale or disposal of such units at the Employee’s and discretion. (b) As consideration for Employee’s covered dependents’ health insurance coverage that is agreement to be bound by the restrictive covenants found in effect for Employee (and her covered dependents) as Section 6 of this Agreement, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve ETP shall cause the Employee’s unvested restricted common units (12as described below) months awarded to the Employee pursuant to the terms of the Second Amended and Restated Partnership 2008 Long Term Incentive Plan (the “ETP Unit Plan”) and the Sunoco Partners LLC Long-Term Incentive Plan, as amended (the “SXL Unit Plan”) to be accelerated in their vesting. The Employee currently has outstanding awards under the ETP Unit Plan of 61,841 restricted common units and 32,600 restricted common units under the SXL Unit Plan that are otherwise not scheduled to vest until after the Separation Date; Employee’s termination of employment (ii) collectively the date when Employee becomes eligible for substantially equivalent health insurance coverage in “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETP shall or self-employment; or shall cause the Accelerated Vesting Units to accelerate and fully vest within ten (iii10) business days after the date Effective Date. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event and will be subject to applicable government withholdings. Employee further understands and acknowledges that ETP will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated common units. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for any reasonaccelerated vesting of the Restrictive Covenant Units, 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 or payment of COBRA premiums any amounts, under the ETP Unit Plan or the SXL Unit Plan, as both the ETP Unit Plan and SXL Unit Plan require continuing employment on the vesting dates of the awards in order to receive them. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Employer hereby expressly reserves any and all rights and remedies available at law or in equity in the event of a violation breach or threatened breach of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, Agreement 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 and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployee.

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

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

Consideration. In consideration 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 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 ReleaseSERP”) and does not revoke it), 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 EmployeeEmployment Agreement shall remain in full force and effect, including, but not limited to Sandler’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums 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 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 will agrees to provide Employee with the following severance benefits: a Severance Payment. The following: a. Company will continue to pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as at the biweekly rate of Fifteen Thousand Three Hundred Eighty-Four Dollars and Sixty-Two Cents ($15,384.62) for eighteen (18) months following the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsDate. This amount The first payment will be paid in a single lump sum no later thirty (30) days on the first regular, bi-weekly Company payroll date after Employee has executed this Agreement. The Company shall have the Supplemental Release Effective Dateright to deduct from any payment of compensation to the Employee hereunder any federal, as defined therein. b COBRA. Provided that state or local taxes required by law to be withheld with respect to such payments, and any other amounts specifically authorized to be withheld or deducted by the Employee. b. If the Employee timely elects continued becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for Employee and her covered dependents following Employee’s separationproperly elects such coverage, the Company shall reimburse the Employee, or pay to health insurance provider on the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect behalf, 100% of applicable medical continuation premiums for the benefit of the Employee (and her his covered dependentsdependents as of the date of his Separation, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following the Separation Date as Employee remains eligible for, and elects, COBRA coverage. c. Employee shall retain all vested equity awards. All unvested equity awards will be cancelled as of the 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 Date and Employee becomes eligible for substantially equivalent health insurance coverage in connection shall have no rights or claims with new employment or self-employment; or (iii) the date respect to any unvested equity awards. d. If 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 dies at any time while 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 is paying COBRA premiums consideration pursuant to this SectionSection 2, the Company shall pay Employee on continue making the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal payments under Section 2 to the COBRA premium for such month, less applicable federal, state Employee’s estate. Such payments to the Employee’s estate shall be made in the same manner and local payroll taxes at the same times as they would have been paid to the Employee had he not died. Employee acknowledges and other withholdings required by law, agrees that the consideration outlined above constitutes fair and adequate compensation for the remainder promises and covenants of the COBRA Payment PeriodEmployee set forth in this Agreement.

Consideration. In consideration of Employee’s execution of this Agreement, for signing and provided that delivering to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the letter from Employee signs in the Supplemental Release of Claims form attached hereto as Exhibit B on or within five "A" and this Agreement and General Release (5) days of the Separation Date (the “Supplemental and not revoking such Agreement and General Release”) and does not revoke itin compliance with the promises made herein, the Company will Employer agrees to provide Employee with the following within ten (10) business days after the revocation period described in Section 4 of this Agreement expires: a. A lump sum 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 payment to Employee in the gross amount of $512,500.00262,500.00, subject to standard payroll deductions and withholdingsless lawful deductions. This amount includes payment for any accrued but unused vacation or other time off. This payment shall be considered settlement of, inter alia, Employee wage claims but shall not be considered compensation for purposes of Employer's 401(k) plan; and b. Employee's health insurance benefits will continue until NOVEMBER 30, 2004. Thereafter, upon electing continuation coverage (COBRA) under the Employer's group medical and dental plans and by paying the applicable employee contribution (at active employee rates, with Employer subsidizing the remainder of the applicable COBRA rate), Employee will participate in Employer's group health and dental programs for a period of one month (i.e., through December 31, 2004), or until Employee obtains comparable coverage, whichever is earlier. Thereafter, Employee shall be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to continue such coverage under COBRA, at his or her own expense and being responsible for 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 entire 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 applicable COBRA Payment Periodperiod. Employee agrees that if she should replace the health benefits provided hereunder, she shall notify Employer that the coverage has been replaced within ten days of obtaining such new coverage. c. Recognizing that Employer has determined that it has cause to terminate the employment of Employee, the Employer agrees to characterize the separation of Employee's employment as a voluntary resignation by Employee.

Consideration. In Employee acknowledge that (a) the release of claims by the Company set forth in Section 7 of this Agreement and in Appendix B to this Agreement (the “Company Release”), and the vesting of Unvested RSUs, exceeds that to which Employee would otherwise be entitled upon termination of employment under any contract between Employee and the Company or the normal operation of the Company’s benefit plans, policies, and/or practices; (b) the release of claims by the Company set forth in Section 7 of this Agreement and the vesting of 19,000 Unvested RSUs is adequate consideration of for Employee’s execution promises set forth in this Agreement, including the release set forth in Section 4 of this Agreement, ; and provided that Employee signs (c) the Supplemental Release 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, claims by the Company will provide Employee with set forth in Appendix B to this Agreement and the following severance benefits: a Severance Paymentvesting of 540 Unvested RSUs is adequate consideration for Employee’s release set forth in Appendix A of this Agreement. The Company acknowledges that the release of claims by Employee set forth in Appendix A to this Agreement is adequate consideration for the Company’s release set forth in Appendix B of this Agreement. Irrespective of whether Employee signs this Agreement, Employee will pay Employeeretain any rights Employee may otherwise have to medical, as severancedental, 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 and vision benefits 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 of 19851986, as amended amended, or other applicable law (“COBRA”) for Employee which rights will be explained in greater detail in a separate notice provided to 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 will be paid all compensation and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of benefits earned through the Separation Date. The COBRA coverage benefit , as follows: (a) accrued but yet unpaid base salary earned through the Separation Date will be paid on a monthly basis until the earliest of: first payroll date following the Separation Date; (ib) twelve any unused vacation accrued through the Separation Date; (12c) months reasonable business expenses incurred, but not paid prior to, the Separation Date will be reimbursed within forty-five (45) days after the Separation Date; and (iid) 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 accrued but unpaid Tax Equalization Policy obligations 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 will be paid 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 accordance with such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodpolicy.

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. 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 OHM hereby agrees to provide Employee Executive with the following severance benefits: : (a) Except as set forth in Paragraph 4, Executive shall remain an OHM employee for a Severance Payment. The Company will pay Employeeperiod of five years from September 1, 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 1996 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)-(iiii) August 31, 2001, or (ii) the termination of the Agreement pursuant to Paragraph 4 of this Agreement (the "Employment Period"); and shall be paid an initial annual salary of $250,000; such annual salary amount shall decrease by $25,000 during each of the next four successive years, in each case less all applicable income and other withholdings; (b) Continued life insurance, disability and accidental death and dismemberment benefits in the amounts and type provided to other senior executives of OHM through the Employment Period; (c) Continued health care insurance coverage in the amounts and type provided to other senior executives of OHM through the Employment Period; (d) All options granted to Executive prior to the date hereof under the OHM 1986 Stock Option Plan (the "Plan") shall be and remain fully exercisable through the Employment Period (to the extent such options are exercisable and become vested during the Employment Period pursuant to the terms of the agreements evidencing such options). Executive shall not be entitled to additional stock option grants during the Employment Period; and (e) Benefits and perquisites, in the amounts and type provided as of the date hereof to the Executive. In the event of any Change in Control (as defined below) of OHM, the “COBRA Payment Period”)Executive's employment shall terminate and all amounts due and payable pursuant to paragraph 3(a) for the remaining unfulfilled term of the Employment Period shall be payable in full and the Executive shall be reimbursed for the cost of continuing health insurance coverage during the 18 month period following the termination of his employment. Notwithstanding This Agreement shall not limit any other benefit which may be payable to the foregoingExecutive in the event of a Change in Control of OHM pursuant to any other retirement, benefit or other compensation plan in which the Executive participates. A "Change in Control" shall have occurred if at any time during the Company determines that Employment Period any of the following events shall occur: (i) OHM is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the shareholders of OHM immediately prior to such transactions; (ii) OHM sells all or substantially all of its payment assets to any other corporation or other legal person, and less than a majority of COBRA premiums the combined voting power of the then-outstanding securities of which are held in the aggregate by the shareholders of OHM immediately prior to such sale; 3 (iii) There is a report filed on Employee’s behalf would result in a violation of applicable lawSchedule 13D or Schedule 14D-1 (or any successor schedule, then in lieu of paying COBRA premiums form or report), each as promulgated pursuant to this Sectionthe Securities Exchange Act of 1934, as amended (the Company shall pay Employee on "Exchange Act"), disclosing that any person (as the last day of each remaining month term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the COBRA Payment Period, a fully taxable cash payment equal to Exchange Act) has become the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for beneficial owner (as the remainder term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 25% or more of the COBRA Payment Period.combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of OHM;

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred twenty-five thousand dollars ($225,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) 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), if Employee so timely elects and makes the “COBRA Payment Period”). Notwithstanding the foregoingnecessary payments, 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 extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the remainder Severance Payment. (e) In accord with Section 4.2 of the COBRA Payment PeriodEmployment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy.

Consideration. In consideration for signing this Agreement and General Release (“Agreement”) and in consideration of Employee’s adherence to the promises made herein, Employer agrees that: (a) Employer will pay Employee severance in the form of salary continuation for a period of seventy-two (72) weeks in the amount of Employee’s normal base salary, less lawful deductions, with payments beginning on the first regular pay day following the execution of this AgreementAgreement and the expiration of the revocation period set forth in Paragraph 4; and (b) Employer will pay Employee a gross amount of Fifteen Thousand Dollars ($15,000) payable in two checks as follows: i. $3,500 allocated to Employee for alleged attorneys’ fees and made payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates; and ii. $11,500, minus applicable taxes and withholdings, allocated to Employee for alleged lost wages and made payable to Employee. These amounts shall be subject to applicable withholdings and taxes. A form 1099 will be issued with check (i), and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or a Form W-2 shall be issued in connection with check (ii). The settlement checks 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 ▇▇▇▇▇▇ providing Employer with a W9. ; and (c) If Employee converts one or more of his Employer provided basic life insurance policy, voluntary life insurance policy or long term care insurance policy to a private policy, Employer will agree to reimburse Employee the “Supplemental Release”cost of such continuing coverage for the length of the severance period set forth in 2(a) and does not revoke it, the Company will provide Employee up to a maximum of $500 per month with the following severance benefits: balance of any remaining payments being paid by Employee. All other Employer provided benefits shall terminate upon the Effective Date; and (d) Employer shall engage the services of ▇’▇▇▇▇▇▇, ▇’▇▇▇▇▇▇ and ▇▇▇▇▇ within sixty (60) days of the expiration of the revocation period set forth in paragraph 4 to provide outplacement services to Employee up to a Severance Paymentmaximum of $14,000; and. (e) Employee currently has a loan from Employer with the amount of the outstanding principal balance being approximately $36,300. Employee shall be required to satisfy this loan by paying off all principal and interest when due pursuant to the payment terms as they existed prior to the Effective Date - specifically, monthly payments equal to accrued interest and one ninety-sixth (1/96) of the outstanding principal balance; and (f) Employee currently has a mortgage on his home through Employer. The Company terms of that mortgage shall remain the same after the Effective Date as they were prior to the Effective Date; and (g) If Employee should die during the severance period set forth in 2(a), any remaining payments due and owing under 2(a) will pay Employeebe paid, in the same manner and time as severanceabove, the equivalent of twelve (12) months of by Employer to Employee’s base salary as designated beneficiary that he names here: My designated beneficiary for such payments is ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇; and (h) Upon the expiration of the Separation Date revocation period in paragraph 4 and retroactive to the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided Employee shall become a consultant to Employer per the terms of Exhibit A. Employer has represented that Employee timely elects continued coverage it does not expect to retain Employee’s Services under the Consolidated Omnibus Budget Reconciliation Action of 1985Consulting Agreement, as amended (“COBRA”) for and 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 has no expectation that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit he will be paid on a monthly basis until the earliest of: retained for such Services; and (i) twelve (12) months after If Employee applies for unemployment benefits requiring Employer to designate the Separation Date; (ii) the date when Employee becomes eligible reason 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 separation from employment, Employer shall characterize it as a violation “separation from employment - willful misconduct not alleged.” Employer shall take no affirmative actions seeking to preclude Employee’s recovery of applicable law, then in lieu unemployment benefits; and (j) On the first regular pay day following the execution of paying COBRA premiums pursuant to this Section, Agreement and the Company shall pay Employee on the last day of each remaining month expiration of the COBRA Payment Periodrevocation period set forth in Paragraph 4, a fully taxable cash payment equal to the COBRA premium Employer shall reimburse Employee for such month15 accrued, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodunused PTO days.

Consideration. In consideration of Employee’s execution of for Employee executing this Separation Agreement and complying with its terms and conditions beginning on the date Employee was provided with this Separation Agreement, and provided Employee is not terminated for Cause, then: a. Employee will be paid his annual base salary in effect as of the date Employee was provided with this Separation Agreement through the Separation Date; and b. Provided further that Employee signs the Supplemental Release of Claims Agreement in the form attached hereto as Exhibit B on or within five (5) days A containing a general release of claims co-extensive and substantially similar with the release set forth in Paragraph 3 below to include a release of all claims through the Separation Date (the “Supplemental ReleaseRelease Agreement”) on or within three (3) days of, but not before, the Separation Date, and does not thereafter revoke itacceptance of the same, the Company then Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration: i. Employer will pay Employee, as severance, to Employee Severance Payments in equal installments over a period of 9 months following the equivalent of twelve Payment Commencement Date in an amount equal to: (12A) nine (9) months of Employee’s annual base salary then in effect as of the date Employee was provided with this Separation Date in the gross Agreement, plus (B) an amount equal to a pro-rated portion 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 Employee’s annual short-term incentive compensation at Employee’s target level (“COBRATarget Bonus”) for the year of 2024, without regard to whether the performance goals with respect to such Target Bonus have been established or met, less standard employment-related withholdings and deductions; and ii. Provided Employee is eligible for and her covered dependents following Employee’s separationtimely elects COBRA group health care insurance continuation coverage, Employer shall reimburse Employee for the Company shall pay to health insurance provider the full monthly COBRA premiums necessary premium to continue Employee’s and Employee’s covered dependents’ health insurance such 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 earlier of: (i) twelve (12) months after the Separation Datelast calendar day of the 9th month anniversary following the month in which the termination of Employee’s employment occurred; or (ii) the date when end of the calendar month in which Employee becomes eligible to receive group health plan coverage under another employee benefit plan. After such time, Employee will be solely responsible 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 full cost 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 PeriodPremiums.

Consideration. In consideration of Employee’s execution of Provided that Executive signs 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”) Agreement and does not revoke it, the Company will agrees to provide Employee certain payments and benefits to Executive pursuant to the terms and conditions set forth below: a. Executive shall receive the compensation and/or benefits specified in Section 5(b)(ii) of the Employment Agreement. For purpose of ease of reference only, Section 5(b)(ii) provides: If such termination occurs after the first six (6) months following the Commencement Date, but before the first anniversary of the Commencement Date, the Company shall pay or provide Executive (a) one hundred percent (100%) of her current total Annual Base Salary as specified in Section 4(a) (subject to such withholdings as required by law) in periodic payments (consistent with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of payroll periods then in effect) for twelve (12) months following the Termination Date, beginning on the first payroll date following the Termination Date, (B) the Continuation Period Benefits, (C) the Pro-Rata LTIP, provided that with respect to the LTIP relating to the performance period beginning in 2016, Executive shall be credited with two additional years of Employee’s base salary as service credit for purposes of determining the amount of Pro-Rata LTIP Executive is entitled to received, (D) the Pro-Rata Annual Bonus for the year in which the Termination Date occurs and (E) Executive shall become vested in a pro-rata portion of the Separation first installment of the Initial Grant Option based on the number of days elapsed between the Commencement Date and the Termination Date. b. Executive shall receive the Accrued Benefits and on the payment schedule specified in Section 2 of the gross amount Employment Agreement. c. If currently enrolled, Executive shall continue to receive life, accident, disability, and long-term care insurance coverage through the Termination Date, and medical, dental, vision and flex spending account benefits through the last day of $512,500.00the month of the date of termination of Executive’s employment. Thereafter, subject to standard payroll deductions and withholdings. This amount Executive 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 eligible for continued group health coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1986 (“COBRA”). This coverage can be continued for up to a maximum of eighteen (18) for Employee and her covered dependents months, following EmployeeExecutive’s separationtermination date, the Company shall pay to health insurance provider at 102% of the full monthly COBRA premiums necessary group premiums, payable by Executive. In addition, Executive shall have the opportunity to continue EmployeeExecutive’s and Employee’s covered dependents’ health life insurance coverage that is in effect by paying the full premiums for Employee (such coverage. d. Executive shall remain entitled to indemnification and her covered dependentsdirectors and officers insurance coverage per Section 4(h) as of the Separation Date. Employment Agreement. e. Executive acknowledges that some or all of the consideration paid pursuant to this Agreement is more than Executive would otherwise be legally entitled to receive and that such consideration is adequate consideration for the agreements and covenants contained herein. f. The COBRA coverage benefit will payments to be provided to Executive shall begin to be paid on a monthly basis until the earliest of: (i) twelve (12) months after first payroll date following the Separation Resignation Date; (ii) . In the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment event Executive does not sign this Agreement or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonrevokes this Agreement, 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 Executive will repay amounts paid by 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 Periodprior thereto.

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 June 18, 2008 (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 fifty thousand six hundred twenty six dollars ($450,626), 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 eighty thousand two hundred fifty dollars ($180,250), 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; and (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., performance-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), less applicable federalthen such awards will vest on the date of termination and will be paid or settled, state 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 local payroll taxes 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 other withholdings required by law, for Employee shall have no further rights with respect to any Outstanding Restricted Stock Awards that remain unvested after taking into account the remainder of the COBRA Payment Periodvesting provisions set forth in this Section 2(e).

Consideration. In consideration Consistent with Section 5(b) of Employee’s execution of this the Employment Agreement, in consideration for Executive signing 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”) not revoking this Agreement and does not revoke itcomplying with its terms, the Company will agrees to provide Employee Executive with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent following: (a) an amount equal to 100% of twelve (12) months of EmployeeExecutive’s base salary in effect as of the Separation Date Date, less applicable withholdings and deductions, payable in the gross amount of $512,500.00twelve equal monthly installments, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) Salary continuation payments shall commence within 60 days after the Supplemental Release Effective Separation Date and, once commenced, will include any unpaid amounts accrued from the Separation Date, as defined therein. b COBRA. Provided that Employee timely elects . (b) any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) ), for Employee and her covered dependents the one-year period 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)or, the “COBRA Payment Period”)if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if at any time the Company Company, in its sole discretion, determines that its payment it cannot provide the foregoing subsidy of COBRA premiums coverage without potentially violating or causing Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on Employeethe Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which the Separation Date occurs and (B) the effective date of the Company’s behalf would result in a determination of violation of applicable law, then in lieu and (iii) shall end on the earliest of paying COBRA premiums pursuant to this Section(x) the effective date on which Executive becomes covered by a medical, the Company shall pay Employee on dental or vision insurance plan of a subsequent employer, and (y) the last day of each remaining month the period one year after the Separation Date. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. (c) no later than 75 days after the end of the COBRA Payment Period2023 fiscal year, a fully taxable cash payment single lump-sum amount equal to Executive’s Earned Bonus (as defined in the COBRA premium Employment Agreement) for such monthfiscal year, less applicable federal, state withholdings and local payroll taxes and other withholdings required by law, deductions. To be eligible for the remainder payments and benefits described in subsections (a)-(c), Executive must have timely returned to Company a fully executed original of this Agreement and not revoked the Agreement. The payments and benefits provided pursuant to this Section 2 shall not be taken into account as current compensation under any retirement plan, benefit, program, or arrangement sponsored or maintained by Company. Any equity award previously granted to Executive shall be governed by the terms of the COBRA Payment Periodequity incentive plan under which the grant was made. Executive understands, acknowledges, and agrees that the consideration set forth in this Section 2 fully satisfies Company’s obligations to Executive under the Employment Agreement or otherwise upon separation from employment. Executive further acknowledges that Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement.

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. 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 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) Accrued but unpaid base salary through the Separation Date in the amount of $[138,000], less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following severance benefits: a the Effective Date (as defined below); (ii) Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) equal to 24 months of Employee’s base salary salary, less all applicable lawful and authorized withholdings and deductions (the “Cash Severance”), under the Employment Agreement and the Parties have agreed to engage in good faith negotiations for the Company’s form of payment to be in either cash or stock awards as soon as practicable following the Effective Date (as defined below), but no later than March 15th of the following year; (iii) reimbursement of Employee during the remaining term of employment of the Employment Agreement commencing on the Separation Date in and continuing through and including September 27, 2024 (the gross amount end of $512,500.00, subject the of the premiums associated with Employee’s continuation of 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 vesting of any earned, outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as unvested shares of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company’s common stock subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfCompany’s 2022 Long-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”)Term Incentive Plan. 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 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 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 consideration of Employeeexchange for the Executive’s execution of agreement to, and full compliance with, the terms and conditions in this General Release and the Agreement, and provided that Employee signs in addition to 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 itAccrued Benefits, the Company will agrees to provide additional severance benefits to the Executive beyond what Employee with is otherwise entitled to as explained below and herein: (a) an amount equal to $425,000, which represents the following severance benefits: a Severance Payment. The Executive’s guaranteed Target Annual Bonus for 2025, to be paid when annual bonuses are paid by the Company will pay Employeein the normal course; (b) effective on or around January 1, 2026, accelerated vesting of 43,545 restricted shares of the Company’s common stock, which represents all of the Executive’s unvested time-based vesting shares of equity or equity-based awards, including the One-Time Award (as severancedefined in the Agreement) (for the avoidance of doubt, the equivalent Executive’s 12,441 shares of twelve (12) months of Employee’s base salary as performance-based equity or equity based awards shall be governed by the terms of the Separation Date in applicable award agreement, provided that such performance based awards shall continue to remain outstanding until the gross amount end of $512,500.00, subject to standard payroll deductions the applicable performance period and withholdings. This amount will be paid the Executive shall vest in a single lump sum no later thirty pro rata portion of such performance based awards based on the length of time the Executive was employed during the performance period multiplied by the actual performance for the entire period, with any subjective performance measures with respect to the Executive’s performance measured at target); (30c) days after if the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee Executive timely and 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 to continue Employee’s premium paid by the Executive for himself and Employee’s covered dependents’ health insurance coverage that is in effect for Employee his dependents until the earliest of (and her covered dependentsi) as the eighteen (18)-month 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; , (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-employment; or to receive COBRA continuation coverage, and (iii) the date Employee ceases on which the Executive receives substantially similar coverage from another employer or other source; (d) a cash amount equal to be eligible $850,000, which represents the sum of the Executive’s Base Salary plus the Executive’s Target Annual Bonus for COBRA continuation coverage for any reason2025, including plan termination payable in equal installments in accordance with the normal payroll practice of the Company over the twenty-four (24)-month period following the Separation Date, with such period from installment payments beginning within sixty (60) days following the Separation Date through (with the earlier first payment to include any installment payments that would have been made after the Separation Date and before the Effective Date); and (e) a cash amount equal to $35,416.66, which represents the amount of (i)-(iii), the “COBRA Payment Period”). Notwithstanding Executive’s Base Salary for the foregoing, if at any time 30-day notice period waived by 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 and the Executive pursuant to this SectionSection 1 hereto, payable in accordance with the Company shall pay Employee on the last day of each remaining month normal payroll practice of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of for the releases and other covenants set forth in this Agreement, Severance Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a. To pay the 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 his base salary through November 7, 2008; b. To pay Employee as of the Separation Date in severance the gross amount of $512,500.00187,500 less applicable withholdings (“Severance Payment”), subject with such amount to standard payroll deductions and withholdings. This amount will be paid in the form of a single lump sum payment no later thirty (November 30) days after , 2008. c. The Employer will continue 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 separationparticipation in all medical, dental and vision plans in which 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) was enrolled as of the Separation Date. The COBRA Company will continue the coverage benefit will be and pay that portion of the premium paid on a monthly basis until by the earliest of: (i) Company during Employee’s employment for the shorter period of twelve (12) months after the Separation Date; (ii) the date when months, or until such time as Employee becomes eligible for substantially equivalent benefit coverage through another employer or otherwise (“Benefits Expiration Date”). Employee’s aggregate portion of the costs for any such continued benefits through the Benefits Expiration Date shall be deducted in a lump sum from the Severance Payment. Employee is obligated to inform the Company within 10 days of becoming eligible for benefit coverage through another employer or otherwise, with all medical, dental and vision plan coverage ending as of the last day of the month as of which the Employee obtains other benefit coverage. Beginning on the date that the Company no longer provides subsidized benefit coverage pursuant to this section 1(b), the Employee shall be eligible for health insurance coverage in connection with new employment or self-employment; or (iii) pursuant to the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from terms of the Separation Date through the earlier Consolidated Omnibus Budget Reconciliation Act of (i)-(iii), the 1985( “COBRA Payment PeriodCOBRA”). 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 ; d. Company shall pay Employee his 2008 annual bonus pursuant to Company’s 2008 Short Term Incentive Plan (“Bonus Plan”) attributable to Employee’s employment with the Company for the period from January 1, 2008 through Separation Date. The parties agree and acknowledge that the Employee’s annual bonus target is forty percent (40%) of Employee’s eligible wages from January 1, 2008 through Separation Date. The Employee’s bonus payment will be based on calculations as defined in the Bonus Plan as in effect on the last day of each remaining month Separation Date. The Company shall pay the bonus payment to the Employee at the time in the same form and under the same terms that the Company generally makes payment to the employees of the COBRA Payment PeriodCompany under the Bonus Plan. e. Employee will continue to vest in all options to purchase the Company’s common stock, a fully taxable cash payment equal $0.01 par value per share (the “Options”) made to Employee pursuant to the COBRA premium 2005 Stock Compensation Plan (the “Plan”) through March 31, 2009. The Options shall terminate at 5 p.m. EST on June 30, 2009 (the “Equity Cancellation Date”), except that the Employee remaining an employee of the Company shall not be a condition to the continued effectiveness of such awards under the Plan through the Equity Cancellation Date. Any vested, unexercised, Options awarded to Employee under the Plan and outstanding following the Equity Cancellation Date will no longer be exercisable as of the Equity Cancellation Date and shall be cancelled and of no further force or effect. In addition, Employee will continue to vest in all shares of restricted stock and Restricted Stock Units granted pursuant to the Plan through March 31, 2009; provided, however, that any performance-based shares or units scheduled to vest during this time period will only vest in accordance with the performance based criteria as described under the Plan. All Restricted Stock Units and shares of restricted stock that have not vested as of March 31, 2009 will be cancelled on that date and of no further force or effect. The Employee will be responsible for such month, less applicable any federal, state and local payroll taxes tax due and other withholdings required by law, for owing on the remainder value of the COBRA Payment PeriodRestricted Stock Units and shares of restricted stock as of each vesting date. Employee agrees that, but for his or her execution of this Agreement, he or she would not be entitled to receive the consideration set forth above.

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

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

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

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

Consideration. In consideration of Employee’s execution of 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 One Hundred Fifty-Three Dollars and Eighty-Five Cents ($11,153.85) 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- J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Release & Separation Agreement current plan election, with such coverage to be provided under the closest comparable plan as offered by the COMPANY from time to time, for so long during the 18-month period following Employee’s separationtermination as he remains eligible for and elects COBRA coverage. d. COMPANY will pay EMPLOYEE an amount of five hundred seven thousand five hundred dollars ($507,500.00) 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 EMPLOYEE signs this Agreement. e. COMPANY agrees to release EMPLOYEE from any liability arising pursuant to any breach by him of the Employment Agreement. f. COMPANY agrees to pay EMPLOYEE for all accrued, but unused vacation as of the Termination Date. g. COMPANY agrees to allow EMPLOYEE the use of his office and limited secretarial services until the TERMINATION DATE. h. 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 EMPLOYEE set forth in this Agreement. EMPLOYEE further acknowledges that this Release and Separation Agreement must be executed by EMPLOYEE not later than by November 15, 2011, otherwise this Agreement shall be of no force or effect, and the COBRA Payment Periodseverance benefits shall not be paid.

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

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

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

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

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

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

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

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to mutually terminate the Employment Agreement, to abide by revised post-termination restrictive covenants, to fully release Company from any and provided that Employee signs all claims, and the Supplemental Release other duties and obligations of Claims attached hereto as Exhibit B on or within Executive contained herein, Company shall: (i) Pay severance to Executive in an amount equal to his current annual salary. Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to twelve thousand five hundred dollars (5$12,500) days of per bi-weekly pay period for twenty-six (26) pay periods 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 gross amount of $512,500.00), subject to standard payroll ordinary and lawful deductions and withholdingsSection 4(b) below, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) six months after the Termination Date. This amount will 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) Pay to Executive the full year annual bonus, if any, that Executive would have received for calendar year 2008 had Executive remained employed with Company until the time of payment of bonuses to Company employees generally. Such annual bonus, if any, shall be paid in 2009 at the same time Company normally pays such annual bonuses, subject to ordinary and lawful deductions and Section 4(b) below, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a single lump sum no later thirty (30) days on the first bi-weekly pay period after the Supplemental Release Effective Dateend of such period. (iii) Permit Executive to continue medical and dental insurance coverage for Executive, his spouse and his eligible dependents during the Severance Period on the same basis and at the same cost as defined therein. b COBRA. Provided that Employee similarly-situated active employees of Company, provided Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRAC.O.B.R.A”), subject to Section 4(b) for Employee and her covered dependents following Employee’s separationbelow. (b) Notwithstanding anything else contained herein to the contrary, the no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company shall pay pursuant 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 dependentsSection 5 below) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest ofunless: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”); and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or applicable revocation period thereunder has expired without Executive having elected to revoke the Release, within thirty (iii30) days after the date Employee ceases Termination Date. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release. Any payments to be eligible for COBRA continuation coverage for any reasonmade, including plan termination or benefits to be delivered, under this Agreement within the thirty (such period from 30) days after the Separation Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result shall be accumulated and paid in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee lump sum on the last day of each remaining month of first bi-weekly pay period occurring more than thirty (30) days after the COBRA Payment PeriodTermination Date, a fully taxable cash payment equal provided Executive delivers the signed Release to Company and the COBRA premium for revocation period thereunder expires without Executive having elected to revoke the Release, before such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtime.

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

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

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

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

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

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

Consideration. In 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 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 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 Employee’s execution acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay EmployeeEmployee five hundred thousand dollars ($500,000.00), as severanceless any required deductions or withholdings, to be paid to Employee in four equal installments with the first payment to be made on Employer’s first payroll period following the Effective Date, and the remaining three payments to be made no later than Employer’s first payroll period in October 2020, January 2021, and April 2021. This amount is equivalent of to twelve (12) months of Employee’s current base salary ($380,839.68) plus an amount Employer determined to provide Employee as additional consideration for the covenants Employee makes in this Agreement and in order to provide Employee a form of incentive based compensation that Employee may have enjoyed given Employee’s participation in Employer’s Annual Incentive Plan (“AIP”) and notwithstanding the Separation Date impact the pandemic has had on achievement of performance metrics set forth 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. 2020 AIP. b. Provided that Employee timely elects continued continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following Employer shall pay Employee’s separationfull monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until December 30, 2020 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall pay have no further obligations under this subsection. c. Employer will transfer to health insurance provider Employee title to the full monthly COBRA premiums necessary company car that Employer provided to continue Employee (2019 Lincoln Nautilus Reserve, AWD, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ with an approximate value of $38,000)(“Company Car”), provided however that Employer shall include the value of the Company Car in Employee’s taxable wages and Employer shall have the right to deduct any tax and withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (to include insurance) from Employer to Employee. d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee’s covered dependents’ health insurance coverage non-payment or late payment of taxes due with respect to such payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Section 3 are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee signs this Agreement, Employer will continue to pay regular wages and employment related benefits through the Separation Date and payout of accrued but unused paid time off in accordance with Employer policy. Except as described below, all employment-related benefits shall cease on June 30, 2020. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in effect this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee (participated. g. Employee acknowledges and her covered dependents) as agrees that by executing this Agreement, that upon receipt of payments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid time off through the Separation Date, all of which were paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The COBRA coverage benefit will be paid on a monthly basis until compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, bonus, commissions, and other payments that would have been owed to the 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 any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium for such monthterms of this Agreement, less applicable federalEmployee is entitled to no other compensation, state and local payroll taxes and commission, bonus, stock award, benefit, or other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation.

Consideration. In consideration of Employee’s execution of 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 of Employee’s execution of for signing this Agreement, Agreement and provided that Employee signs the Supplemental General Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee compliance with the following severance benefits: a Severance Payment. The Company will promises made herein, Employer agrees: a. to pay Employee, as severance, Employee the equivalent of twelve one year's salary, $162,500 (12) months One Hundred Sixty Two Thousand Five Hundred Dollars and No Cents), less lawful deductions, to be paid out by direct deposit over one year in installments coinciding with usual semi-monthly payroll of Employee’s base salary as Employer, except that the first portion of the Separation Date in one year salary (for the gross amount period from June 8, 2002 through the payroll period immediately preceding expiration of $512,500.00, subject to standard payroll deductions and withholdings. This amount will the revocation period) shall be paid in a single lump sum no later thirty (30) sum, less lawful deductions, by direct deposit within ten days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under end of 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 revocation period; b. to continue Employee’s 's medical, dental and prescription insurance for one year, deductions for said benefits to be taken out of semi-monthly and lump sum installments described in subsection 2(a), above. Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as 's contribution shall be no greater than employee's contribution would have been if she were still employed by the Employer; c. to commence the period of Employee's receipt of COBRA on June 8, 2003, at the end of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until salary continuation period at her own expense; d. to provide Employee with outplacement services with Drake, Beam and Morin in the earliest of: (i) twelve (12) Senior Executive Program for the period of six mont▇▇, ▇o commence at Employee's option at any time within two months after the Separation Date; (ii) end of the date when revocation period. After six months, Employer has the right to evaluate Employee's use of said services, and thereafter, Employer may extend outplacement services on a month-to-month basis for the period of up to one year, at the Employer's discretion. If Employee becomes eligible for substantially equivalent health insurance coverage in connection with new obtains 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 during the Company determines that its one year period, Employee shall be obligated to inform Employer within five days of accepting an offer of full-time employment and the outplacement services shall cease upon Employer's receipt of such notice; e. to provide Employee with additional time to exercise any Stock Options which vested on or before June 7, 2002, to September 7, 2003 or, if Employee elects a lump sum payment as provided in paragraph 2(g) herein, Employee shall have three months from the date she informs Employer of her election to exercise her vested Stock Options as provided in paragraph 2(g)(3); f. to pay Employee a one-time lump sum payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawSeventeen Thousand Five Hundred Dollars ($17,500), then in lieu of paying COBRA premiums pursuant to this Sectionless lawful deductions, within ten days after the Company shall pay Employee on the last day of each remaining month end of the COBRA Payment Period, a fully taxable cash payment equal revocation period by direct deposit; g. if Employee obtains employment or decides for any other reason at any time prior to the COBRA premium for such monthcessation of her salary continuation as provided in paragraph 2(a), less applicable federal, state and local payroll taxes and other withholdings required Employee may elect a lump sum payment (to be paid by law, for the remainder direct deposit within ten days of the COBRA Payment Period.request) of the then remaining salary continuation as provided in paragraph 2(a). If Employee makes such an election: (1) Employee's medical, dental and prescription insurance benefits as provided in paragraph 2(b) shall be discontinued, (2) Employee shall immediately become eligible for COBRA; and

Consideration. In accordance with the Offer Letter, and in consideration of Employee’s execution of the terms, representations, promises, waivers and releases contained in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance benefits: payment in the amount of $215,522.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a Severance Paymentlump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $138,523.53, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment, which vesting shares total 40,866 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable shares of ▇▇▇▇▇▇ common stock (“Shares”) to the Executive with respect to the vesting RSUs. The Company will pay Employeewithhold Shares otherwise issuable upon vesting of the RSUs in accordance with prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the vesting of the RSUs and delivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment during such year, as severancewhich vesting Stock Options are 10,139 of the Stock Options exercisable at $2.42 per share granted on March 5, the equivalent of twelve (12) months of Employee’s base salary 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30such coverage) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), within the time period prescribed under COBRA. You hereby instruct the Company shall pay to health insurance provider take the full monthly 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums necessary to continue Employeeor those of your eligible dependents. f. Executive’s and Employee’s covered dependents’ health insurance coverage that is in effect 401(k) retirement plan contributions have been or will be made for Employee (and her covered dependents) as of the period ending on the Separation Date. The COBRA coverage As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013, and the Company shall make matching contributions by the end of the first quarter of 2013. Nothing in this Agreement is intended to alter or modify Executive’s right to any benefit will be paid on a monthly basis until to which Executive is entitled under the earliest of: (iCompany’s 401(k) twelve (12) months after Plan prior to the Separation Date; (ii) . All such contributions are and shall remain subject to the date when Employee becomes eligible terms of such plan and Executive’s rights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. Other than as specifically provided 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 reasonthis Agreement, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)Executive represents, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time warrants and acknowledges that the Company determines that its payment owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other compensation, benefits, payments or remuneration of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany kind or nature.

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. (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 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 (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a payment in the total gross amount of Six Hundred Thirty Six Thousand Four Hundred Eighty Dollars and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five No Cents (5$636,480.00) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) ); less all required governmental payroll deductions and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentwithholdings. The Company will Separation Payment shall be made as soon as reasonably practicable after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, commencing on January 1, 2018, Employer shall pay for the full cost of Employee, as severance, the equivalent of ’s premium 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 health insurance coverage under SUN’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), subject to the terms, conditions and limitations of that health insurance plan. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. (iii) As further consideration, Employer agrees to reimburse/pay Employee for Employee and her covered dependents following Employee’s separationreasonable relocation expenses from Dallas, the Company shall pay TX to health insurance provider the full monthly COBRA premiums necessary to continue a location of Employee’s and choosing. Employee agrees to make such relocation prior to December 31, 2018. The relocation reimbursement shall include, if necessary, home sale loss protection on the Employee’s covered dependents’ health insurance coverage that is Dallas home and tax gross-up protection on the relocation benefits. (b) As consideration for Employee’s agreement to be bound by the restrictive covenants found in effect for Employee (Section 6 of this Agreement as well as the specific promises and her covered dependents) as covenants of Sections 5, 6 and 11, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve As further consideration, Employer agrees to pay Employee an amount equal to [100%] [NTD: AMOUNT/PERCENTAGE TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of the Employee targeted bonus award for 2017 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (12the “Bonus Plan”), which amount reflects performance achieved against stated goals under the Bonus Plan. For 2017, [100%] [NTD: TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of Employee’s target bonus is Seven Hundred Ninety-Five Thousand Six Hundred Dollars and No Cents ($795,600.00) months after (the Separation “Bonus Equivalent Award”). Employee understands and acknowledges that he is not eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Equivalent Award received is at the full discretion of the Employer. Payment of the Bonus Equivalent Award shall be made within ten (10) business days of the Effective Date; . (ii) SUN shall cause the date when Employee’s unvested restricted units/phantom units (as described below) awarded to the Employee becomes eligible for substantially equivalent health insurance coverage pursuant to the terms of the Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long Term Incentive Plan (the “ETP 2008 Unit Plan”), and the Sunoco LP 2012 Long-Term Incentive Plan (“SUN Unit Plan”) to be accelerated in their vesting in accordance with the vesting schedule set forth below. After giving effect to the restricted units/phantom units that vested on December 5, 2017, Employee has outstanding awards under the ETP 2008 Unit Plan of 12,000 restricted units and 183,080 restricted phantom units under the SUN Unit Plan that are otherwise not scheduled to vest until after the Employee’s termination of employment (collectively the “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETE shall or self-employmentshall cause the Accelerated Vesting Units to accelerate and fully vest as follows: Within in ten (10) business days after the Effective Date: (a) 6,000 restricted units under the ETP 2008 Unit Plan; or and (iiib) 91,540 restricted phantom units under the date SUN Unit Plan. As of January 1, 2019: (a) 6,000 restricted units under the ETP 2008 Unit Plan; and (b) 45,770 restricted phantom units under the SUN Unit Plan. As of January 1, 2020: (a) 45,770 restricted phantom units under the SUN Unit Plan. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event on each of the accelerated vesting dates and will be subject to applicable government withholdings. Employee further understands and acknowledges that Employer will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated restricted common/phantom units. Employee further acknowledges and agrees that each of the accelerated vesting events with respect to the Restricted Covenant Units is completely and fully predicated on Employee’s continued compliance with this Agreement, specifically Section 5, 6, and 11 as well as the terms and conditions of the Consulting Agreement. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for accelerated vesting of the Restrictive Covenant Units, or payment of any reasonamounts, including plan termination (such period from under the Separation Date through ETP 2008 Unit Plan and/or the earlier SUN Unit Plan as all of (i)-(iii), the “COBRA Payment Period”)applicable long-term incentive plans require continuing employment on the vesting dates of the awards in order to receive them. Notwithstanding the foregoing, if at Employer agrees that in the event (i) there is a change in control of Sunoco GP, LLC, other than to an affiliate of Energy Transfer Equity, L.P. (“ETE”); or (ii) SUN common units are no longer publicly traded, any time unvested Accelerated Vesting Unit shall accelerate within ten (10) business days of the Company determines change of control or delisting, as applicable. Employee specifically acknowledges and agrees that its payment the provisions contained in Section 5, 6 and 11 are material inducements to the Employer providing the compensation described in Section 2(b) above. Employee also specifically agrees and acknowledges that he will not seek to or raise as part of COBRA premiums on any judicial or administrative process to have the restrictive covenants found in Section 6 as well as promises and covenants in Sections 5, 6 and 11 to be determined to be invalid or unenforceable for any reason. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, and in addition to any and all other remedies and alternatives which may be available at law or in equity, in the event of 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 breach of the COBRA Payment Periodprovisions of this Agreement by Employee, a fully taxable cash payment equal Employer may (in its sole discretion) cease without further obligation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder Employee to make any of the COBRA Payment Periodremaining payments set forth in this Section 2.

Consideration. In consideration for Employee (i) signing this Agreement during the period beginning on the Separation Date and ending on the date which is 21 days following the Separation Date (it being understood that this Agreement shall expire if not executed on or prior to the 21st day following the Separation Date), and (ii) complying with the promises made herein and not revoking execution pursuant to Section 3 below, Employer agrees: (a) to pay to Employee a salary continuation benefit in an amount equivalent to fifty-two (52) weeks of Employee’s final salary, less applicable deductions, in equal installments on Employer’s regular pay days commencing on the first pay day following the expiration of the revocation period specified in Section 3 below, and (b) if Employee is currently enrolled in Employer’s medical and dental plans and elects to continue coverage thereunder in accordance with the continuation of benefits requirements of COBRA, Employee's contribution amount therefor for the equivalent number of weeks during which Employee is receiving salary continuation benefits hereunder will be the normal employee contribution rate. Thereafter, the Employee's contribution amount will be the full COBRA rate. Employee shall notify Employer if Employee becomes eligible for coverage under another group health insurance plan, whereupon Employer's obligation to pay for a portion of such coverage shall cease. Employee agrees to return all Company property (for example, laptop, peripherals, cellular phone/PDA, credit cards, etc.) to Human Resources no later than the Separation Date. In addition, by such date, Employee shall have returned all documents, computer files and/or other materials containing any Employer confidential information in Employee’s possession or control. Employee understands and agrees that Employee would not receive the monies and/or benefits specified herein in the absence 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 Agreement and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as fulfillment 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 Periodpromises contained herein.

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

Consideration. (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 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 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. In consideration of the Employee’s execution promises and undertakings set out in this Agreement, and contingent on the Employee’s acceptance of this Agreement, non-revocation of her acceptance, and provided that Employee signs the Supplemental Release performance of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itall her obligations under this Agreement, the Company will provide following shall occur: (a) The Employer agrees to pay to the 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 sum of $512,500.00300,000, subject less legally required withholdings and deductions, which is equivalent to standard eighteen months’ base compensation, in equal or nearly installments beginning on the Employer’s first payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) date that is at least five business days after the Supplemental Release Effective DateDate and ending on the last payroll date on or before March 15, as defined therein. b COBRA. Provided that 2008; (b) If Employee timely elects continued coverage under COBRA, the Consolidated Omnibus Budget Reconciliation Action Employer agrees to pay on Employee’s behalf or waive payment of 1985, as amended (“COBRA”) the cost of continuing coverage for Employee under Employer’s group health, dental, and her covered dependents following vision plan in accordance with the Employee’s separationelection, provided that the Company Employer’s obligation shall pay to health insurance provider end on 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 earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; March 10, 2008 or (ii) such time as the date when Employee first becomes employed and eligible for substantially equivalent health insurance any similar type of benefit plan (regardless of the scope of coverage in connection or cost to participate) with her new employment or self-employment; or (iii) employer, provided further that if on March 10, 2008, the date Employee ceases to be is still eligible for COBRA continuation coverage, the Employer shall pay the Employee a lump sum amount equivalent to the monthly cost of continuing coverage for any reason, including plan termination (such period from the Separation Date through number of months remaining in the earlier of (i)-(iii), COBRA eligibility period. Employee understands that 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 value of the COBRA Payment Periodpremiums that are paid or waived by the Employer will be reported by the Employer as compensation to Employee; (c) Holdings agrees to accelerate vesting of all Tier II Options and Tier III Options held by the Employee as of the date hereof as set forth in the Holdings LP Agreement, a such that effective upon the Effective Date all such options shall be fully taxable cash payment equal vested. Holdings agrees not to treat any Incentive Units or Incentive Options (as defined in the COBRA premium for Holdings LP Agreement) held by the Employee as being forfeited by reason of the Employee’s termination of employment. Holdings shall take reasonable actions to carry out the foregoing and document such monthaccelerated vesting as reasonably necessary; and (d) If the Employer declares any bonus to be paid to employees covering any period ending on or before December 31, 2006, the Employee shall be paid her portion of such bonus, as determined in the sole discretion of the board of directors or the compensation committee of the Employer, in accordance with the Employer’s normal bonus practices and shall receive her portion, less applicable federallegally required withholdings and deductions, state and local payroll taxes and at the same time as the other withholdings required by law, for recipients receive the remainder of the COBRA Payment Periodbonus compensation.

Consideration. (a) In consideration of exchange for Employee’s 's execution of this Agreement, and the relinquishment and nullification of the Employment Agreement, and Employee's resignation from the Company's Board of Directors and as a member of the Board of Directors of any Related Organizations and provided that Employee signs does not revoke this Agreement within the Supplemental Release seven day revocation period described in Paragraph 17 hereof, the Company will pay Employee the equivalent of Claims attached hereto as Exhibit B sixteen (16) month's separation pay, based on or within five (5) days of Employee's annual base salary rate in effect on 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 ") by check payable to Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date 's order in the gross amount of $512,500.00374,900.80. From the gross amount of the Severance Payment, subject to standard the Company will determine and withhold payroll deductions for taxes (federal, FICA, Medicare, state, local and withholdings. This amount will unemployment compensation). (b) The obligation of the Company to make the Severance Payment shall be paid in a single lump sum no later thirty fulfilled by the direct deposit of such check into the bank account into which Employee's payroll checks were deposited at the time of her separation not less than eight days (308) and not more than fifteen (15) days after Employee executes this Agreement and the Supplemental Release Effective Dateseven day revocation period described in Paragraph 17 hereof has expired without the Employee having revoked this Agreement. (c) If Employee is a participant in the Company's group health care plans (medical, dental and vision), Employee's eligibility for benefits under those plans will terminate as defined therein. b COBRA. Provided that of January 31, 2007, unless Employee timely elects continued to continue coverage under in accordance with the Consolidated Omnibus Budget Reconciliation Action Act of 19851985 ("COBRA"). In order to elect such coverage, as amended Employee must complete all necessary forms in a timely manner. (“COBRA”d) for If Employee and her covered dependents following Employee’s separationelects COBRA continuation coverage, the Company shall pay to health insurance provider will waive payment of the full monthly COBRA premiums necessary for eighteen (18) complete calendar months following the month in which employment terminated. If Employee is eligible for, and elects to, continue such benefit coverage beyond the waiver period provided in the preceding sentence, during the time period that the Company is required to continue Employee’s and Employee’s covered dependents’ provide such coverage under COBRA, Employee will be required to pay the COBRA premiums for such coverage. The Company has no obligation under this Agreement with regard to any group health insurance care plan benefit coverage that is beyond the waiver of premiums for the period set forth in effect this subparagraph. Moreover, the Company's obligation under this subparagraph to waive the premiums for such coverage will cease immediately if Employee ceases to be eligible for COBRA coverage or obtains comparable benefit coverage from any future employer. (and her covered dependentse) as Upon the earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: expiration of (i) twelve eighteen (1218) complete calendar months after from the Separation Date; Date 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 eligible for COBRA continuation coverage for or obtains comparable benefit coverage from 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 Sectionfuture employer, the Company shall pay Employee on the last day lump sum payment of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month$6,000, less applicable withholding taxes (federal, state FICA, Medicare, state, local and local payroll taxes unemployment compensation). (f) The Company confirms that it has paid the premium for Employee's supplemental life insurance policy, administered by First Colony Life Insurance Company (#534470) ("the Policy"), through August 6, 2007. The Company shall, thereafter, transfer any ownership interest that it has in the Policy and other withholdings required all payment obligations thereunder to Employee. (g) The Parties will use reasonable best efforts to agree upon the language for any public communication related to Employee's separation from employment. (h) The Company shall reimburse Employee in the amount of, $2,500 for attorneys' fees, incurred by lawEmployee in the negotiation of this Agreement. (i) Employee acknowledges and agrees that the Company's obligations under subparagraphs 2(a), 2(d), 2(e), 2(f), 2(g) and 2(h) arise under this Agreement, are in consideration for Employee's signing this Agreement, and constitute consideration to which Employee is not otherwise entitled. Employee also acknowledges and agrees that the remainder Company shall be entitled to discontinue providing payments and benefits under this Agreement if Employee breaches any of Employee's obligations hereunder including, without limitation, Employee's obligations under Paragraph 5 of this Agreement, and that such discontinuance will not relieve Employee of her obligations hereunder, nor shall it affect the validity of the COBRA Payment Periodrelease of claims provided in Paragraph 3 of this Agreement.

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 benefits: a Severance Payment. The Company consideration to Employee: i. Employer will pay Employee severance payments totaling $1,190,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2021 ($490,000), 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 (106,836 shares) of Employee’s base salary Sign-On RSU Award (as defined in the Employment Agreement, dated as of April 30, 2020, between Employee and Employer (the “Employment Agreement”)) granted on May 26, 2020 will vest in full as of the Separation Date 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 cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and her covered dependents following Employee’s separationEmployer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Sign-On RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall pay take such steps as may be necessary or appropriate to health insurance provider vest up to 33,650 and 1,601, respectively, of Restricted Stock Units on the full monthly COBRA premiums originally applicable Vesting Date (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to continue vest up to 14,422 and 2,402, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Further, Employee will be paid for nineteen (19) accrued but unused and unpaid vacation days from calendar 2020 and 2021 at Employee’s rate of pay as of the Separation Date. vi. 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. vii. 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 covered dependents’ health insurance coverage that , directly or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is in effect for Employee (and her covered dependentsa “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) 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). viii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the “COBRA Payment PeriodCompany”). Notwithstanding the foregoing, if at any time the Company determines Employee agrees that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant Employee is not entitled 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 Periodseek anything further from Company.

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. (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. (a) In consideration of Employee’s execution of : (i) signing, returning, not timely revoking and complying with the other terms, conditions, covenants and promises in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims release attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”) and does not revoke itthe Lock-Up Agreement attached hereto as Exhibit B; and (ii) complying with all terms, conditions, covenants and promises in the Employment Agreement (including, without limitation Section 5 thereof), the Company will provide (A) pay Employee with severance in the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent aggregate amount of twelve $550,000 (12) months of which reflects Employee’s annual base salary as of in effect immediately prior to the Separation Date Date), payable in equal installments over a period of 12 months in accordance with the gross amount of $512,500.00Company’s normal payroll practices, subject to standard commencing with the first payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after period following the Supplemental Release Effective Date, (B) accelerate the vesting of the Accelerated Vesting Performance RSAs (as defined therein. b COBRA. Provided that Employee timely elects in Section 5), Accelerated Vesting Performance Top-Up Options (as defined in Section 5), Accelerated Vesting Time RSAs (as defined in Section 5) and Accelerated Vesting Time Top-Up Options (as defined in Section 5), and (C) allow the continued coverage vesting eligibility for the Continued Eligible Vesting Performance RSAs (as defined in Section 5) and Continued Eligible Vesting Performance Top-Up Options (as defined in Section 5). (b) All payments and consideration under the Consolidated Omnibus Budget Reconciliation Action of 1985this Agreement are subject to applicable taxes, as amended withholding and deductions. (“COBRA”c) for Employee and her covered dependents following Without prejudice to Employee’s separationentitlement to accrued vested benefits, 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, Employee’s participation in Company benefit plans will cease in accordance with the terms of such plans unless continuation of participation is specifically provided for under the terms and provisions of such plans. The COBRA coverage benefit Employee will be paid on a monthly basis until have the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent right to elect to continue health insurance coverage under COBRA in connection accordance with new employment the Company’s standard practices and policies, at Employee’s expense. Information about Employee’s right to continue health coverage under COBRA will be sent under separate cover. (d) Employee represents and warrants that, except as otherwise provided herein, Employee has been paid and/or received all vacation, compensation, wages, bonuses, overtime, termination pay, awards, commissions, and/or benefits to which Employee may have been entitled and that no other remuneration, payments, or self-employment; or (iii) the date benefits are due to 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)Parent, the “COBRA Payment Period”)Company, or any direct or indirect subsidiary of Parent. Notwithstanding the foregoing, if at any time the Company determines Employee further represents and warrants 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 she has been granted all leave (paid or unpaid) 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 which she may have been entitled under applicable federal, state state, and local payroll taxes laws, including the federal Family and other withholdings required by lawMedical Leave Act, for and that she has not been discriminated or retaliated against due to her exercise of rights, if any, under the remainder of the COBRA Payment Periodstate and/or federal Family and Medical Leave Act. Employee further affirms that she has no known workplace injuries or occupational diseases.

Consideration. In consideration Pursuant to the terms of Employee’s execution the CEO Severance Plan, subject to the remainder of this Agreement, and provided that the Employee signs and returns this Agreement to the Supplemental Release of Claims attached hereto as Exhibit B on or Company within five twenty-one (521) days of the Separation Date after his receipt thereof, does not revoke this Agreement within seven (7) days after signing it in accordance with Section 20 below, and complies with its terms: (a) The Employee shall be entitled to a severance payment (the “Supplemental ReleaseSeverance Payment”) 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 FOUR MILLION FIFTY THOUSAND DOLLARS AND ZERO CENTS ($512,500.004,050,000.00) (constituting two (2) times the sum of (A) the Employee’s base salary, subject as in effect on the Separation Date and (B) an amount equal to standard payroll deductions and withholdingsthe Employee’s short-term incentive bonus target percentage for 2022 times the Employee’s base salary, as in effect on the Separation Date). This amount Subject to the foregoing, this Severance Payment will be paid in substantially equal installments over the twelve (12)-month period immediately following the Separation Date; provided, however, (i) any monthly payments otherwise due during the six (6)-month period immediately following the Separation Date shall be accumulated and paid in a single lump sum no later thirty (30without interest) days on the first regularly-scheduled payroll date on or following the date that is one day 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 day that is in effect for six (6) months following the Separation Date and (ii) the balance of any such payments due to be paid to the Employee under this Section 2(a) shall continue to be paid monthly over the remainder of the twelve (and her covered dependents) as of 12)-month period following the Separation Date. The COBRA coverage benefit All applicable withholdings from these payments will be paid made on the basis of a monthly basis until the earliest of: miscellaneous payroll period of 365 days. (ib) 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 The Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, equity awards will be governed by the Company shall pay Employee on individual equity award agreements. Per the last day of each remaining month terms of the COBRA Payment Periodagreements, a fully taxable cash payment equal all vested stock options must be exercised within ninety (90) days of Employee’s termination. The Employee acknowledges and agrees that the foregoing payments and benefits each provide the Employee with valuable consideration to which the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for Employee would not otherwise be entitled if the remainder of the COBRA Payment PeriodEmployee had not signed this Agreement.

Consideration. In consideration of Employee’s execution of Employee acknowledges and agrees that Employee is not entitled to receive any severance payments or benefits pursuant to his Change in Control Agreement or any other agreement or arrangement with the Company or its affiliates. Accordingly, Employee acknowledges and agrees that unless this Agreement becomes effective and irrevocable, (x) Employee is not otherwise entitled to any payments and benefits set forth in this Agreement, and provided that (y) 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”) will not receive any such payments and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. . a. The Company will agrees to pay Employee, as severance, the Employee a lump sum cash amount equivalent of twelve to nine (129) months of Employee’s base salary as for a total of the Separation Date in the gross amount of One Hundred Ninety Five Thousand Dollars and Zero Cents ($512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty 195,000.00) less applicable withholdings within ten (3010) business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Date of this Agreement. b. Provided that Employee timely elects continued continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) ), for Employee and her covered dependents following Employee’s separationeligible dependents (if any) within the time period prescribed pursuant to COBRA, the Company shall will pay to COBRA premiums on a monthly basis for such coverage of Employee and any of Employee’s eligible dependents covered under the Company’s health insurance provider (medical, dental and vision) plans as of immediately prior to the full monthly termination of Employee’s employment with the Company, until the earliest of (x) payment by the Company of a period of nine (9) months of such COBRA premiums (in other words, coverage through December 31, 2016), (y) the date upon which Employee has secured other employment, or (z) the date upon which Employee and/or Employee’s eligible dependents otherwise become covered under other health (medical, dental and/or vision) plans. c. Provided that the Effective Date occurs no later than sixty (60) days following the Separation Date, twenty‑five percent (25%) of Employee’s RSUs, which is equivalent to a total of 23,750 Shares subject to the RSUs (the “Accelerating Units”), will accelerate vesting effective as of the Effective Date. For the avoidance of doubt, notwithstanding any contrary provision set forth in the RSU Agreement, to the extent necessary to continue Employee’s enable the Accelerating Units to accelerate vesting in accordance with this Section 1.c., the Accelerating Units will remain outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee will neither be forfeited nor return to the Plan, until the sixty-first (and her covered dependents61st) as of day following 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 Except as set forth 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)this Section 1.c., 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 RSUs will remain subject to this Section, the Company shall pay Employee on the last day of each remaining month all of the COBRA Payment Period, a fully taxable cash payment equal terms and conditions of the Plan and RSU Agreement. Employee acknowledges that he remains subject 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 PeriodCompany’s In▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇olicy and Guidelines With Respect to Certain Transactions in Securities until its applicability to him expires by its terms.

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. a. In consideration of Employee’s execution 's release of this Agreementall claims and other covenants and agreements contained herein, and provided that Employee signs the Supplemental Release of Claims attached hereto has not exercised any revocation rights as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) provided in Section 5 below and does has not revoke itbreached any covenants contained in this Agreement, the Company will shall provide Employee with the following severance benefitspayments and benefits (together, the "Consideration"): (i) The Company shall pay Employee the total sum of $486,000 minus all applicable tax withholding, payable as follows: (A) the amount of $243,000, minus all applicable tax withholding, payable in six (6) equal monthly installments beginning on the date that is one (1) month after the Effective Date (as defined herein) of this Agreement and continuing until the date that is six (6) months after the Effective Date of this Agreement and (B) the amount of $243,000, minus all applicable tax withholding, payable on the date that is one (1) year after the Effective Date of this Agreement (each date specified herein for payment a Severance Payment. The "Payment Date"); (ii) Effective as of the Effective Date, 28,000 shares of Company common stock that are subject to the restricted stock award granted to Employee on November 10, 2005, shall immediately vest and all other shares of company common stock subject to that award or any other restricted stock award granted to Employee which are not yet vested as of that date or with respect to which the restrictions have not lapsed as of that date, shall be forfeited; (iii) If Employee timely elects COBRA continuation coverage the Company will pay Employee, as severance's COBRA premiums (i.e., the equivalent COBRA premiums the Employee would have to pay to continue the medical, dental and/or vision coverage Employee and, if applicable, his eligible dependents had immediately prior to the Separation Date) for the shorter of (A) the period of twelve (12) months of Employee’s base salary as of from the Separation Date, or (B) the period from the Separation Date until such time as Employee becomes eligible for health insurance benefits through a subsequent employer. After such period of Company-paid coverage, Employee (and, if applicable, Employee's eligible dependents) may continue COBRA coverage at Employee's own expense in accordance with COBRA and no provision of this Agreement will affect the gross amount of $512,500.00, continuation coverage rules under COBRA. Amounts paid under this Section 2(a)(iii) will be subject to standard payroll deductions and withholdings. This amount tax withholding as required by applicable law; (iv) The Company will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateeither continue Employee's disability insurance coverage or, 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, if the Company shall pay to health elects, reimburse Employee for the premiums under an individual disability insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage policy that is approved in effect advance by the Company for Employee the shorter of (and her covered dependentsA) as the 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 from the Separation Date; , or (iiB) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date until such time as Employee becomes eligible for disability insurance coverage through a subsequent employer; (v) The Company will provide Employee with his Company-issued laptop. The Company will report the earlier current value of the laptop as regular income to Employee. b. This Agreement shall become effective on the eighth (i)-(iii8th) day after the date that Employee delivers this signed Agreement to the Company (the "Effective Date"), conditioned upon Employee not exercising his revocation rights as set forth in Section 5 herein. In the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums event Employee does not sign or revokes this Agreement pursuant to Section 5 herein, the Employee shall have no right to the Consideration. c. Employee must be in full compliance with all of the terms and obligations under this SectionAgreement as of each Payment Date in order to receive the remaining, unpaid Consideration. Employee agrees that in the event he breaches any term of this Agreement, the Company shall pay not be obligated to provide, and Employee shall have no right to receive, the Consideration and any portion of the Consideration already paid to Employee must be returned to the Company immediately. d. Employee acknowledges that he has received all unpaid wages and accrued but unused vacation earned through the Separation Date. Employee acknowledges and agrees that the Consideration is in addition to any sums or benefits otherwise owed to Employee and such Consideration is provided solely in exchange for the waiver and release of all claims and other covenants and agreements contained herein. e. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Internal Revenue Code of 1986, as amended, to avoid the imposition of additional taxes, the amounts described in Sections 2(a)(iii) or (iv) hereof, to the extent required to be paid but not yet paid, shall be paid on the last day date that is six months following the date on which Employee's termination 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 occurs.

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

Consideration. In consideration 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 for Executive’s signing of Employee’s execution the Release attached as Attachment A, including the release of this his rights under the Severance Agreement, as well as the promises and provided that Employee signs covenants including the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) Non-Competition and does not revoke itNon-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions compliance by the Executive with Sections 2 and withholdings. This amount will 3 hereof: a) Any unvested, time-based restricted stock units granted before the Retirement Date shall continue to vest during the Non-Competition Period; b) Any unvested, performance-based restricted stock units as of the Retirement Date shall continue to vest during the Non-Competition Period; c) Any unvested stock options granted before the Retirement Date shall continue to vest during the Non-Competition Period; and d) Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be paid exercised for the remainder of the generally applicable term of such option which in a single lump sum all cases is no later than seven (7) years from the respective dates of grant. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of this Section 1 shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Sections 2 or 3. Notwithstanding the foregoing, upon the vesting of any restricted stock units during the Non-Competition Period, the Company shall issue to the Executive shares of its common stock in settlement of such vested stock units within thirty (30) days after of each vesting date. Executive acknowledges that he will not be entitled to the Supplemental Release Effective Dateconsideration described in this Section 1 absent his execution and non-revocation of this Agreement and the Release, in the form attached as defined thereinAttachment A. 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. b COBRA. Provided The parties acknowledge that Employee timely elects continued coverage Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, including under the Consolidated Omnibus Budget Reconciliation Action Severance Agreement, other than all accrued wages and unused vacation time as of 1985, as amended (“COBRA”) for Employee the Retirement Date. The Executive acknowledges and her covered dependents following Employee’s separation, agrees that his termination of employment with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect not be considered a retirement for Employee (and her covered dependents) purposes of his unvested equity grants which are outstanding as of the Separation Date. The COBRA coverage benefit will Retirement Date and that the settlement or exercise of rights under such grants shall not be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-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 Periodaccelerated.